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Subject: Annual meeting
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BarbaraB10
(California)

Posts:107


10/01/2018 3:06 PM  
We are self managed with a board of 7 directors. I serve as chair on the Architectural committee and was a board member 9 years ago.

"Notice" of the meeting (3rd Saturday in October) was distributed Sept 29th in the Oct newsletter. The notice only states date, time, place and need for a quorum with a proxy included. Our bylaws call for 30 days posting in the common area as well as individual delivery. There is a handwritten notice on notebook paper with day, date and place. The board would not treat a regular board meeting with 'notice" only and without an agenda. Agenda notice ought to be treated as one word or phrase. Our bylaws are partly the problem.

There is no agenda included with the notice for the annual meeting. Missing items of business are the standard procedural stuff like nominations, nominations closed, presentation of candidates, annual reports, etc.

Ballots are not sent or distributed at the annual meeting. Ballots are sent mid-november and we have 30 days of voting. Results are usually announced on or before Dec 15th, depending on when the ballots were sent.

Here's the question: If an agenda notice is distributed to include items of business and sent by USPS delivery this week, should the HOA proceed *or* reschedule the annual meeting? I believe it needs to be rescheduled.

Any help is appreciated. Thank you




Davis Stirling Act https://www.davis-stirling.com/HOME/Annual-Meeting-Notice#axzz3SlWlXPl9
BarbaraB10
(California)

Posts:107


10/01/2018 3:08 PM  

From the Bylaws:

Annual Meeting. The Annual meeting of the Members shall be held on the third Saturday in October. Due to unusual circumstances arising such as conflicting dates, or time to prepare and distribute ballots, the Board of Directors may designate a different date in October or November.

Conduct of Meetings. Meetings of the Membership of the Corporation shall be conducted in accordance with Robert’s Rules of Order (Revised).
Notwithstanding any other provisions of Applicable Law, notice of meeting of the Members shall specify those matters the Board intends to present for action by the Members. No action can be taken at membership meetings, except as specified in the notice of the meeting and as otherwise provided by law.

Place and Notice of Meetings. Written notice of each meeting of the Members, annual or special, setting the date, place and hour shall be placed by, or at the direction of the Secretary, on the bulletin board at the principal office of the Corporation for a continuous period of thirty (30) days immediately preceding the meeting. Except for a special meeting called by the membership, written notices shall be mailed or delivered to Members of record at least ten (10) and not more than ninety (90) days prior to the meeting. In the case of a special meeting which is called by Members, the notice shall be given within twenty days after receipt of the request for the meeting. Such meeting notices shall specify the place, day and hour of the meeting for approval of any of the following proposals; the notice shall also state the general nature of the proposal.
Member action on the following proposals is invalid unless the notice or written notice states the general nature of the following proposal(s): (a) removing a Director without cause pursuant to California Corporations Code section 7222; (b) filling vacancies in the Board of Directors by the Members; (c) amending the Articles of Incorporation.
Meetings shall be held at the principal office of the Corporation or as close to it as reasonably possible.
SheliaH
(Indiana)

Posts:2319


10/01/2018 7:29 PM  
The item in the newsletter could have been a type of "save the date" reminder, with the proxies, agenda, etc. being sent out later. Since you didn't say when your meeting will actually be held, you might want to wait if something comes out this week and start counting forward to that date to see if you have 30 days (when I was on the board, I wouldn't could Sundays or holidays because mail isn't delivered on those dates, but you might feel differently).

And did you ask your board about any of this? If so, what was the response?
RichardP13
(California)

Posts:3140


10/01/2018 8:00 PM  
I have handled quite a number of annual meetings. Generally annual meetings are to count the ballots of an election being held within an association. Some governing documents spell out the agenda for an annual meeting. But what you are describing is highly unusual.

If I was holding an annual meeting that would be counting ballots for election to a Board, I would be sending materials to call for nominations along with a notice of an annual meeting up to 90 days prior to the meeting. The agenda would be sent along with the ballots with the two envelope system 30 prior to the meeting. The agenda is detailed including calling for an organizational meeting to elect officers which is supposed to be done annually.
BarbaraB10
(California)

Posts:107


10/02/2018 7:06 AM  
The first sentence says it all.

From the bylaws
Nomination. Members of the Corporation shall be nominated for the office of Director prior to the preparation and mailing of the ballot for the Annual Meeting of Members.

Nominations may be made by a committee consisting of a Chairman and four (4) or more Members of the Corporation. To be a candidate for the Board of Directors, a person must be an Owner in good standing. Good standing shall mean that as of the date specified in advance by the Board for the preparation of the ballot (1) all assessments, fees, charges or monetary penalties due the Association must be no more than thirty days delinquent and (2) the membership rights of the Member must not be suspended for any violations of the Association’s Governing Documents.
RichardP13
(California)

Posts:3140


10/02/2018 8:14 AM  
Nominations by a committee don't exist any longer as Members can self nominate.
KerryL1
(California)

Posts:5961


10/02/2018 10:24 AM  
Since you're self-managed, does that mean your secretary provided this information? How many units or detached homes are in your HOA?

Urge the sec'y to go to Davis-stirling.com to see their opinions and approaches to Annual Meetings.

You bylaws say a nominating committee "MAY" be used, which mean it's not required.

Notice must be given per your bylaws, BUT the meeting agenda need only be posted 4 days ahead of the Ann. Mtg. and need not be sent via US mail unless an Owner has requested it. I'd have to look up this 4-days posing of the agenda when I have time. I don't think the agenda itself has to be sent our way in advance of the meeting.

Ballots, notice of the meeting, voting instructions and the double envelopes must be sent out way in advance of the Annual Mtg.. Members may vote by mail and do not need to be present at the Ann. Mtg. For that reason, no one has voted by proxy since 2007 at my HOA.

Votes should be tabulated only at the Annual Meeting where Owners can observe the tabulations. One or three inspectors of election must tabulate the votes.

Speaking of Annual Meetings, ours is late this month. Is an Open Forum required at meetings of the members?
RichardP13
(California)

Posts:3140


10/02/2018 10:46 AM  
Let me clarify a few points that were given.

1) Notice of the meeting must be at least 30 days, as that is the requirement set forth in Civil Code as ballots must be delivered 30 days prior to the opening.

2) Ballots can be opened in any properly noticed meeting. The norm is ballots for directors are done at annual meeting, but there are other types of voting by secret ballots that can be done at other meetings.

3) Meeting agendas for an annual meeting need not be posted as Board meetings are. You can, but not required. The notice needs to go out by US Mail though.

4) The poster is from CA, so Open Forum is required.

Below is a link to a timeline that you might find useful in CA.

https://www.davis-stirling.com/HOME/Election-Timeline
KerryL1
(California)

Posts:5961


10/02/2018 2:30 PM  
Thanks for clarification, Richard. #2, I'll just note that ballots may be opened at any properly noticed open board meeting (i.e., not in executive session).

#3: In the case of Annual Meetings in my HOA, the only "agenda" is the election of a board of directors. This is included with our mailing of the ballots, etc, and states it as the "purpose" of the meeting. There is no requirement to include "approval" of previous Members Meetings, Close of Nomination, inspectors count ballots, etc.

We have a regular open board meeting before the annual meeting and its agenda is posted as required 4 days prior to it.

#4. I know Open Forum is requited at open board meetings, but I've been unable to find such a requirement for meetings of the members, Richard. Please let me know where it is.

Barbara wrote: "Results are usually announced on or before Dec 15th, depending on when the ballots were sent." Aren't the ballots opened by the inspectors of election at your annual meeting?

I too am confused about when your annual meeting will be. End of Oct? In December?
BarbaraB10
(California)

Posts:107


10/05/2018 11:03 AM  
Thanks for the replies.

My initial post indicated 3rd Saturday in Oct (which is Oct 20th).

Order of events @ my HOA:
Annual meeting including nominations and close of noms
Distribution of ballots - this year will be Nov 8th
30 days of voting
Voting closes the 2nd Saturday in December which is December 8th.
Tabulation of votes = "Election Day" = Open meeting on Dec 8th with 4 days agenda notice.

Annual meeting agenda (meeting will not be postponed) was sent this week with time for member comment on agenda items as well as open forum. This is about 18 days notice, not the 30 required in our bylaws. See my 2nd post for the bylaw.

For Kerry
https://www.davis-stirling.com/HOME/Election-Menu , especially https://www.davis-stirling.com/HOME/Annual-Meeting-Notice#axzz1PTf5VWST

Re open forum at the annual meeting, I found the sample agenda at the D-S site which includes open forum for members
https://www.davis-stirling.com/HOME/Sample-Agenda

Hope this helps.

Thanks again for the replies.
KerryL1
(California)

Posts:5961


10/05/2018 12:32 PM  
Yes,, I read all of those many times in the past and recently since our own ann. mt. & election is in a few weeks.

The D-S.com notes on agenda: "Agenda. Notice of meetings must specify those matters that will be presented for action by the membership. (Civ. Code §5115.) Business at the meeting is limited to noticed items only; no other business may be transacted. (Corp. Code §7511(a).)"


Th key word is "action," So...only the item(s) presented for action, e.g., voting for a board, need be in the notice. I suppose you could put approve previous year's minutes, but we don't. The rest, closing of nominations, etc., can be posted later, imo. "Items of business," i.e., could be another phase for "action" by the members.

The sample agenda does indeed include an open forum, but I still see no statutory requirement for this.

Are there usually other action times--things the owners vote on at your annual meeting and election?

I'm also still trying to understand the dates you discuss: Dec. 8 is "Election Day" = Open meeting on Dec 8th with 4 days agenda notice" This is a meeting of the members not an open meeting of the board.

I just can't grasp the purpose of the October dates. Please clarify. I see you're concerned about them and that Onwrs didn't receive enough "notice" of the election. But since it's not till 12/8, I just don't get it.



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