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Subject: No In-Person Annual Meeting
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NpS
(Pennsylvania)

Posts:3758


09/25/2019 8:36 AM  
We are looking into not holding an in-person annual meeting.

We would like to conduct all annual meeting votes via mail-ins or electronically. Maybe with the option for homeowners to participate in a call-in phone conversation.

Our lawyers are checking to see what might work under PA law.

As a reminder - although PA is not generally an open-meeting state, it is for the annual meeting with stipulations on advance notices and required information. We would continue to follow these state law requirements.

Is anyone doing something along these lines?

Any suggestions?

What would your state laws allow?

Thanks.








Sikubali jukumu. Read all posts at your own risk.
JohnT38
(South Carolina)

Posts:117


09/25/2019 8:55 AM  
NpS, I'm just curious. During our annual meetings we also talk about things such as upcoming projects and discuss any current issues that we feel should be communicated. Do you not do this?
SueW6
(Michigan)

Posts:586


09/25/2019 9:02 AM  
This might work if you are under 15 units AND everyone had electronic capability/access.

All it would take is one member to complain they were denied access to the annual meeting to make it invalid.

Why is it that your board is looking at this as an option?
ND
(PA)

Posts:349


09/25/2019 9:34 AM  
Agreed, why would you want to pursue this? Seems to unnecessarily over complicate things and not permit the type of communication and interaction that is only possible with an in-person meeting.

My quick read of the PA Uniform Planned Community Act (UPCA) doesn't seem to specifically prohibit what you are trying to do, but in my opinion, meeting all of the requirements laid out would be significantly more difficult if all were performed by way of teleconference, skype, or other not-in-person methods.

Below indicates that you must hold an annual meeting and quorum needs to be present throughout the meeting either in person or by proxy. The "in person" part is the hurdle that you'd need to overcome . . . do people need to be physically side-by-side, or does someone on the telephone constitute in person? That said, doing by phone would be difficult to truly verify identity of the individual.


PA Uniform Planned Community Act indicates the following:

"§ 5308. Meetings.
The bylaws shall require that meetings of the association be held at least once each year and shall provide for special meetings. . . ."

"§ 5309. Quorums.
(a) Association.--Unless the bylaws provide otherwise, a quorum is present throughout any meeting of the association if persons entitled to cast 20% of the votes which may be cast for election of the executive board are present in person or by proxy at the beginning of the meeting. . . ."
NpS
(Pennsylvania)

Posts:3758


09/25/2019 9:59 AM  
Posted By JohnT38 on 09/25/2019 8:55 AM
NpS, I'm just curious. During our annual meetings we also talk about things such as upcoming projects and discuss any current issues that we feel should be communicated. Do you not do this?


Good question John. Brief answer below:

1. When I was on the BOD, that's the way we did things. I was master of ceremonies, HOA Pres, chief presenter, chief cook and bottle washer, etc. I'm done with all that now.

2. No MC or employees. So all responsibility is on the current BOD members. None are great presenters. All would gladly step down if someone would be willing to take their place.

3. We put out at least 30 general announcements each year by email (or hand delivery if the owner doesn't have email). We answer all responses in a matter of days, rarely more than a week.

4. We do a pre-annual meeting survey every year. Better than 75% response rate. We have a good sense of what the entire community is thinking, not just those who show at a meeting. For example, none of the families with small children ever come to the meetings, but almost all of them participate in the survey.

5. We don't need surprises. Example. At last year's annual meeting, we spent almost 20 minutes listening to homeowners go back and forth on whether generators should be allowed. No one had checked with the township in advance so that we could have a clear picture of what's allowed and why. So it was just a bunch of uninformed personal opinions. Waste of everyone's time. If the issue had been raised in advanced, and the BOD had time to investigate, there could have been a decent conversation. Current BOD members aren't good at managing these conversations and we aren't willing to pay an outsider to oversee the meeting.

6. Gripes. That's the only reason why some people show up. Same people every year. Never served on the BOD themselves but always have a better way. One of the big reason that our BOD members resign. Who needs it.

7. The necessary business of the annual meeting is voting. The last time we had 2 people run for one seat was 8 years ago. The budget was ratified every year for the last 30 years. End of voting.

8. If we have something of importance to discuss, we will hold a meeting. For example, we'll need 2/3 approval of all members to pass the voting amendments that our attorneys prepare.

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/25/2019 9:59 AM  
Posted By JohnT38 on 09/25/2019 8:55 AM
NpS, I'm just curious. During our annual meetings we also talk about things such as upcoming projects and discuss any current issues that we feel should be communicated. Do you not do this?


Good question John. Brief answer below:

1. When I was on the BOD, that's the way we did things. I was master of ceremonies, HOA Pres, chief presenter, chief cook and bottle washer, etc. I'm done with all that now.

2. No MC or employees. So all responsibility is on the current BOD members. None are great presenters. All would gladly step down if someone would be willing to take their place.

3. We put out at least 30 general announcements each year by email (or hand delivery if the owner doesn't have email). We answer all responses in a matter of days, rarely more than a week.

4. We do a pre-annual meeting survey every year. Better than 75% response rate. We have a good sense of what the entire community is thinking, not just those who show at a meeting. For example, none of the families with small children ever come to the meetings, but almost all of them participate in the survey.

5. We don't need surprises. Example. At last year's annual meeting, we spent almost 20 minutes listening to homeowners go back and forth on whether generators should be allowed. No one had checked with the township in advance so that we could have a clear picture of what's allowed and why. So it was just a bunch of uninformed personal opinions. Waste of everyone's time. If the issue had been raised in advanced, and the BOD had time to investigate, there could have been a decent conversation. Current BOD members aren't good at managing these conversations and we aren't willing to pay an outsider to oversee the meeting.

6. Gripes. That's the only reason why some people show up. Same people every year. Never served on the BOD themselves but always have a better way. One of the big reason that our BOD members resign. Who needs it.

7. The necessary business of the annual meeting is voting. The last time we had 2 people run for one seat was 8 years ago. The budget was ratified every year for the last 30 years. End of voting.

8. If we have something of importance to discuss, we will hold a meeting. For example, we'll need 2/3 approval of all members to pass the voting amendments that our attorneys prepare.

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/25/2019 10:12 AM  
Thanks Sue and ND

Yes, I understand that it might seem strange. And I will admit that much of it is to reduce the burden on the BOD who are doing many things well, but are stretched.

I agree that we will probably have people who complain that they won't be able to come and complain (see item 6 in my list to John.) But if 2/3 of the owners agree, then we'll make the change.

We can discuss this side of the coin on and on. But I'd really like to get some feedback on the positive side of the issue. If we do it - What the best way to proceed?

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/25/2019 10:24 AM  
CORRECTED:

Thanks Sue and ND

Yes, I understand that it might seem strange. And I will admit that much of it is to reduce the burden on the BOD who are doing many things well, but are stretched.

I agree that we will probably have people who complain that they won't be able to come and complain (see item 6 in my list to John.) But if 2/3 of the owners agree and the HOA lawyers give us a green light, then we'll make the change.

We can discuss this side of the coin on and on. But I'd really like to get some feedback on the positive side of the issue. If we do it - What the best way to proceed?

Sikubali jukumu. Read all posts at your own risk.
ND
(PA)

Posts:349


09/25/2019 11:04 AM  
NpS . . . sounds like you may be blazing a new trail . . . so I don't know the best way to proceed, only offer ideas and pros/cons. But if 2/3 of your owners are good with the idea and your lawyer gives the green light, then the lawyer should also be able to tell you how to implement the idea and still be in compliance with PA law and your governing docs.

Side note . . . regardless of in-person meeting or teleconference or skype or other method . . . if you still provide opportunity for members to speak during the event, the complainers will still complain and if the board/president/chairman can't control the meeting, limit time, and keep things on track, then you'll probably end up in a worse situation than an in-person meeting with chaos and people talking over one another with no real idea of who is saying what.

There are probably ways (google search apps and programs) you could do a one-way teleconference where people can listen and not talk themselves as well as allow the opportunity for questions to be submitted ahead of time or live by way of typing through some portal . . . which would allow you to entertain appropriate questions/feedback and ignore or refute things that you don't want to talk about.

But still I think trying to do something like this is more painful than letting the complainers attend a meeting and be heard for a little bit. You just need folks with thicker skin and more of an ability to control the crowd. Maybe you could even hire someone to do this for you. You should establish meeting rules that if not complied with will result in people being tossed out or the meeting quickly coming to an end.
GenoS
(Florida)

Posts:3234


09/25/2019 11:51 AM  
NpS, sounds like justification for hiring a management company. With board members who don't want to exert themselves the road to self-mismanagement is wide open.

As a homeowner I wouldn't be interested in such an arrangement for the Annual Meeting of the Members. I want to look someone in eye when trying to decide if they're lying to me or not.
JohnC46
(South Carolina)

Posts:8730


09/25/2019 1:09 PM  
NPS

There is no good alternative to not having a face to face meeting. I say trying to avoid such is not a good idea. Also many will behave differently behind a phone or keyboard than they would in publioc.

Overall, I say a bad idea.
SueW6
(Michigan)

Posts:586


09/25/2019 2:13 PM  
Legally, the corporation MUST have an annual meeting. As I said before, if ONE member objects to this new venue, the meeting could be declared invalid.

Bring your lawyer into this now.
NpS
(Pennsylvania)

Posts:3758


09/25/2019 4:10 PM  
Posted By SueW6 on 09/25/2019 2:13 PM
Legally, the corporation MUST have an annual meeting. As I said before, if ONE member objects to this new venue, the meeting could be declared invalid.

Bring your lawyer into this now.


Lawyer already on it. As I said previously, we will only make the change if the lawyer gives us a green light and we get 2/3 vote needed to approve the amendment that the lawyer draws up. Thx.

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/25/2019 4:13 PM  
Posted By JohnC46 on 09/25/2019 1:09 PM
NPS

There is no good alternative to not having a face to face meeting. I say trying to avoid such is not a good idea. Also many will behave differently behind a phone or keyboard than they would in publioc.

Overall, I say a bad idea.


Thanks for your thoughts John.
I know that electronic communications/meetings hasn't caught on everywhere, but our BOD is interested in giving it a shot. Thx.

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/25/2019 4:34 PM  
Posted By GenoS on 09/25/2019 11:51 AM
NpS, sounds like justification for hiring a management company. With board members who don't want to exert themselves the road to self-mismanagement is wide open.

As a homeowner I wouldn't be interested in such an arrangement for the Annual Meeting of the Members. I want to look someone in eye when trying to decide if they're lying to me or not.


Hi Geno

Agree that an MC would do a better job at managing meetings. But they also come with baggage.

We went through a 5-6 MCs before we decided to self-manage. Some of the factors for the change were:

1. None of the MCs ever managed vendors as well as people who live here.

2. Most MCs managed to noise level. Squeaky wheels got their way, and the BOD was told that everything was under control. When the MC screwed up, the MC staff often told complaining owners that they were doing their best to get an answer from the BOD. They never took ownership of their own mistakes either to the BOD or to the owners.

3. We were small potatoes and we felt it.

Our BOD members put in more time than you might believe. It's not about exerting themselves. It's about finding a better way to deal with the meetings than we are doing now.

I understand your point about wanting to look someone in the eye. Maybe we'll wind up with an electronic means of doing it.

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/25/2019 4:51 PM  
Posted By ND on 09/25/2019 11:04 AM
NpS . . . sounds like you may be blazing a new trail . . . so I don't know the best way to proceed, only offer ideas and pros/cons. But if 2/3 of your owners are good with the idea and your lawyer gives the green light, then the lawyer should also be able to tell you how to implement the idea and still be in compliance with PA law and your governing docs.

Side note . . . regardless of in-person meeting or teleconference or skype or other method . . . if you still provide opportunity for members to speak during the event, the complainers will still complain and if the board/president/chairman can't control the meeting, limit time, and keep things on track, then you'll probably end up in a worse situation than an in-person meeting with chaos and people talking over one another with no real idea of who is saying what.

There are probably ways (google search apps and programs) you could do a one-way teleconference where people can listen and not talk themselves as well as allow the opportunity for questions to be submitted ahead of time or live by way of typing through some portal . . . which would allow you to entertain appropriate questions/feedback and ignore or refute things that you don't want to talk about.

But still I think trying to do something like this is more painful than letting the complainers attend a meeting and be heard for a little bit. You just need folks with thicker skin and more of an ability to control the crowd. Maybe you could even hire someone to do this for you. You should establish meeting rules that if not complied with will result in people being tossed out or the meeting quickly coming to an end.


Good thoughts ND.

I don't think we'll go with one way communications. We'll need to explore which apps would work. I've sat in on many conference calls where people type in their questions. Might work for us. Have also sat in on some electronic town hall meetings where things could easily be managed because time limits were adhered to by turning on and off mikes. Might work for us too. Obviously, were not far enough along to know what will work best - but we're open to any ideas you might have.

As far as letting the complainers attend, that's not really the issue. The chronic complainers eat up nearly half of our time all year long. We went from less than 50% reserve funding to over 100% in 6 years. During that time, we spent over $300k on streets and curbing without a special assessment or raising fees. More than 40 updates to the community on what was going on and a poorly attended special meeting. We still got gripes from or chronic complaints that they were inconvenienced. Sufficient to get one BOD member to quit.

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/25/2019 4:51 PM  
Posted By ND on 09/25/2019 11:04 AM
NpS . . . sounds like you may be blazing a new trail . . . so I don't know the best way to proceed, only offer ideas and pros/cons. But if 2/3 of your owners are good with the idea and your lawyer gives the green light, then the lawyer should also be able to tell you how to implement the idea and still be in compliance with PA law and your governing docs.

Side note . . . regardless of in-person meeting or teleconference or skype or other method . . . if you still provide opportunity for members to speak during the event, the complainers will still complain and if the board/president/chairman can't control the meeting, limit time, and keep things on track, then you'll probably end up in a worse situation than an in-person meeting with chaos and people talking over one another with no real idea of who is saying what.

There are probably ways (google search apps and programs) you could do a one-way teleconference where people can listen and not talk themselves as well as allow the opportunity for questions to be submitted ahead of time or live by way of typing through some portal . . . which would allow you to entertain appropriate questions/feedback and ignore or refute things that you don't want to talk about.

But still I think trying to do something like this is more painful than letting the complainers attend a meeting and be heard for a little bit. You just need folks with thicker skin and more of an ability to control the crowd. Maybe you could even hire someone to do this for you. You should establish meeting rules that if not complied with will result in people being tossed out or the meeting quickly coming to an end.


Good thoughts ND.

I don't think we'll go with one way communications. We'll need to explore which apps would work. I've sat in on many conference calls where people type in their questions. Might work for us. Have also sat in on some electronic town hall meetings where things could easily be managed because time limits were adhered to by turning on and off mikes. Might work for us too. Obviously, were not far enough along to know what will work best - but we're open to any ideas you might have.

As far as letting the complainers attend, that's not really the issue. The chronic complainers eat up nearly half of our time all year long. We went from less than 50% reserve funding to over 100% in 6 years. During that time, we spent over $300k on streets and curbing without a special assessment or raising fees. More than 40 updates to the community on what was going on and a poorly attended special meeting. We still got gripes from or chronic complaints that they were inconvenienced. Sufficient to get one BOD member to quit.

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/25/2019 4:57 PM  
As ND said, we may be blazing a new trail. Or maybe we won't get a full green light from our attorneys. We'll see where this takes us.

In the meantime, if you have any suggestions on how we could make this work, would love to hear from you.

Thanks.

Sikubali jukumu. Read all posts at your own risk.
MarkW18
(Florida)

Posts:121


09/25/2019 6:21 PM  
I think it's a horrible idea and would ask that you step down if you don't want to bother to meet face to face with your constituents. Therefore I wouldn't offer any suggestions to make it work.
NpS
(Pennsylvania)

Posts:3758


09/25/2019 6:38 PM  
Posted By MarkW18 on 09/25/2019 6:21 PM
I think it's a horrible idea and would ask that you step down if you don't want to bother to meet face to face with your constituents. Therefore I wouldn't offer any suggestions to make it work.


Thanks Mark.
I'm just wondering, not just for you, but for any poster here:

- What percentage of owners actually attend your annual meetings? Mail-in votes and proxies don't count.

- How many of you use proxies that automatically make the Board the Proxy holder so that the Board can control the election outcomes?

- How many have annual meetings at times that are inconvenient for a large segment of your homeowner population?




Sikubali jukumu. Read all posts at your own risk.
SueW6
(Michigan)

Posts:586


09/25/2019 6:39 PM  
If you abide by Roberts Rules, you cannot do this unless the bylaws say you can. Amend the bylaws to allow electronic meetings, specifically the annual meeting.
NpS
(Pennsylvania)

Posts:3758


09/25/2019 6:43 PM  
Posted By SueW6 on 09/25/2019 6:39 PM
If you abide by Roberts Rules, you cannot do this unless the bylaws say you can. Amend the bylaws to allow electronic meetings, specifically the annual meeting.


Bylaws and possibly Declaration will be amended by our lawyers to comply with statutory and other requirements. Thx.

Sikubali jukumu. Read all posts at your own risk.
MarkW18
(Florida)

Posts:121


09/25/2019 7:49 PM  
Posted By NpS on 09/25/2019 6:38 PM
Posted By MarkW18 on 09/25/2019 6:21 PM
I think it's a horrible idea and would ask that you step down if you don't want to bother to meet face to face with your constituents. Therefore I wouldn't offer any suggestions to make it work.


Thanks Mark.
I'm just wondering, not just for you, but for any poster here:

- What percentage of owners actually attend your annual meetings? Mail-in votes and proxies don't count.

- How many of you use proxies that automatically make the Board the Proxy holder so that the Board can control the election outcomes?

- How many have annual meetings at times that are inconvenient for a large segment of your homeowner population?






I haven't used a proxy in 12 plus years. The Board creates a proxy whereas the Board controls the election outcome. I could be wrong, but I believe elections in Russia or China are fairer.

Inconvenient, lazy or just couldn't care. That's just a cop out in my opinion.

IF, one person showed up, they would get the same speech as if the room was full. That person took the time to be a part of the process.
CathyA3
(Ohio)

Posts:459


09/26/2019 6:10 AM  
I agree with SueW6 and others who think this is a bad idea, although I appreciate the board's need to streamline processes.

Seems like it would be an opportunity for someone to file a Fair Housing complaint. Even if the HOA ends up winning in court, they'd waste a lot more time and money than would have been spent on dealing with the annual meetings.

It also seems to open the door to other shortcuts and workarounds that may not be legal.

ND
(PA)

Posts:349


09/26/2019 6:32 AM  
Posted By CathyA3 on 09/26/2019 6:10 AM
I agree with SueW6 and others who think this is a bad idea, although I appreciate the board's need to streamline processes.

Seems like it would be an opportunity for someone to file a Fair Housing complaint. Even if the HOA ends up winning in court, they'd waste a lot more time and money than would have been spent on dealing with the annual meetings.

It also seems to open the door to other shortcuts and workarounds that may not be legal.




To pull the thread a bit on Cathy's last statement . . .

Setting up something like this for the current Board may work since they seem to want to do the right thing; however, what happens in the future when you have a less-than-ethical Board operating under the same "no in-person annual meetings"? It presents a mechanism and easy opportunity for them to continue doing things in an underhanded, sneaky manner. Undoing this "no in-person meeting" activity at that point will be difficult.


It may be tough to do, but the Board needs to shut these complainers down on multiple fronts. By allowing them so much time and opportunity to complain and hijack meetings and other time throughout the year, the Board is just fueling the fire. Acknowledge their complaints without really responding to them. Shut them down when they complain at meetings about things already on record. Refute their complaints, not by directly responding to them, but by negating their points by highlighting the successes and accomplishments of the HOA. Pretty soon they will quiet down if they don't receive the validation that they are used to receiving by being allowed to steal the Board's time and headspace. Also, probably more neighbors than you think already know these complainers are idiots and have already chosen to ignore them. When the complainers stop receiving the time and validation that they seek, hopefully they will move on to something else for their enjoyment.
NpS
(Pennsylvania)

Posts:3758


09/26/2019 7:23 AM  
Posted By ND on 09/26/2019 6:32 AM
Posted By CathyA3 on 09/26/2019 6:10 AM
I agree with SueW6 and others who think this is a bad idea, although I appreciate the board's need to streamline processes.

Seems like it would be an opportunity for someone to file a Fair Housing complaint. Even if the HOA ends up winning in court, they'd waste a lot more time and money than would have been spent on dealing with the annual meetings.

It also seems to open the door to other shortcuts and workarounds that may not be legal.




To pull the thread a bit on Cathy's last statement . . .

Setting up something like this for the current Board may work since they seem to want to do the right thing; however, what happens in the future when you have a less-than-ethical Board operating under the same "no in-person annual meetings"? It presents a mechanism and easy opportunity for them to continue doing things in an underhanded, sneaky manner. Undoing this "no in-person meeting" activity at that point will be difficult.


It may be tough to do, but the Board needs to shut these complainers down on multiple fronts. By allowing them so much time and opportunity to complain and hijack meetings and other time throughout the year, the Board is just fueling the fire. Acknowledge their complaints without really responding to them. Shut them down when they complain at meetings about things already on record. Refute their complaints, not by directly responding to them, but by negating their points by highlighting the successes and accomplishments of the HOA. Pretty soon they will quiet down if they don't receive the validation that they are used to receiving by being allowed to steal the Board's time and headspace. Also, probably more neighbors than you think already know these complainers are idiots and have already chosen to ignore them. When the complainers stop receiving the time and validation that they seek, hopefully they will move on to something else for their enjoyment.



Good points once again.

Please note that we are not taking away the right to a Special Meeting. In my HOA, all you need is 9 signatures on a petition and the BOD must hold that Special Meeting.

Over 30 years, we've had many BOD leaders. Some did a good job. Some tried but didn't know what they were doing. Some were jackasses who set us back a bit. None acted maliciously. The membership always has the right to vote them out of office.

On shutting down the complainers, easier said than done. The tendency is to want to get past any controversy without confrontation. I don't necessarily agree with it, but I can understand the desire not to be seen as a bad guy by your next door neighbor.

Ultimately, I don't think that the in-person or not in-person question is the central issue. If people are going to screw with you (whether BOD members or non-BOD members) they will find a way no matter what the arrangement is.

I really appreciate your thoughtful concerns. I've already talked to the BOD about putting a question to our homeowners about it in then next homeowner survey.

I am not minimizing the risk of a bad BOD sometime in the future. Maybe I'm being naive, but I don't think we have the risks of damage that I've seen myself or read about in other HOAs or Condos.

Sikubali jukumu. Read all posts at your own risk.
TimM11


Posts:302


09/26/2019 7:38 AM  
I think it's fine as long as you're covering your bases legally and a sufficiently high enough percentage of your membership supports it. Personally, I would welcome the ability to participate in an HOA meeting without being physically present, but I do this a lot for business, so I'm already pretty comfortable with it. It's not going to be right for every HOA, but I think it could work great for some.
JeffT2
(Iowa)

Posts:493


09/26/2019 7:45 AM  
Does this apply to your community? As I read it, it requires the same number of signed consents instead of votes, if your bylaws so provide.

Title 15

§ 5766. Consent of members in lieu of meeting.

(b) Partial consent.--If the bylaws so provide, any action required or permitted to be taken at a meeting of the members or of a class of members may be taken without a meeting upon the signed consent of members who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all members entitled to vote thereon were present and voting. The consents must be filed in record form with the minutes of the proceedings of the members.

(c) Notice of action by partial consent.--Unless the bylaws require notice before an action pursuant to subsection (b) takes effect, prompt notice that an action has been taken shall be given to each member entitled to vote on the action that has not consented.
CathyA3
(Ohio)

Posts:459


09/26/2019 7:51 AM  
Re: shutting down the chronic complainers at the annual meeting -

The most helpful thing we did was have our attorney run the annual meeting (provided at modest cost). People who feel no qualms about ranting at or insulting the PM or board members will not do the same to our lawyer. It's partly because of the lawyer's status and partly because it's clear that he knows what he's doing and moves the meeting along according to the agenda.

We also invite people to submit questions and comments ahead of time, and these items appear on the agenda. Goes a long way to making people feel that they're being heard, and gives the board time to do some research and provide thoughtful responses. All this makes the complainers look more like cranks than reasonable folks with legitimate issues. We set a positive tone a month ahead of the meeting with the notice and election materials, and we stay on message throughout.

ND's last paragraph is an excellent description of important skills for all board members. Every community has a few homeowners who thrive on conflict and controversy, the board and PM are favorite targets, and they can poison a community's atmosphere if allowed to run unchecked. Having a standard playbook that you use when dealing with these folks keeps you in control and makes their shenanigans seem less personal.
SheliaH
(Indiana)

Posts:2701


09/26/2019 7:57 AM  
Other than giving off site or sick and shut in homeowners a chance to participate, I don't think this is a good idea. It appears the main reason you don't want a live meeting is because of possible static from the chronic complainers. Sorry, but that's part of being a board member - some people will never be happy and if you do this, they'll probably send a ton of emails and or go to the media, saying who knows what. Then you'll wish you have them 2 minutes to rant.

Thefefore, you need to do your job and preside. Prepare an agenda and limit people to 2 minutes during the open forum. Time them and tell everyone they will be timed and won't be able to add follow-up comes until after everyone's had a chance to speak. Bad behavior may result in being asked to stop or leave.

JohnC46
(South Carolina)

Posts:8730


09/26/2019 9:15 AM  
- What percentage of owners actually attend your annual meetings? Mail-in votes and proxies don't count.

Without proxies I doubt we would meet Quorum of 20%. 112 owners.

- How many of you use proxies that automatically make the Board the Proxy holder so that the Board can control the election outcomes?

We do. They are mailed out along with the Annual Meeting Info.

- How many have annual meetings at times that are inconvenient for a large segment of your homeowner population?

We meet at 6pm on a Saturday at a public library that is 3 miles away.



LetA
(Nevada)

Posts:789


09/27/2019 5:18 AM  
You may run into a great area of the law or even worse if you record your meetings, wiretapping.
NpS
(Pennsylvania)

Posts:3758


09/27/2019 9:21 AM  
Posted By TimM11 on 09/26/2019 7:38 AM
I think it's fine as long as you're covering your bases legally and a sufficiently high enough percentage of your membership supports it. Personally, I would welcome the ability to participate in an HOA meeting without being physically present, but I do this a lot for business, so I'm already pretty comfortable with it. It's not going to be right for every HOA, but I think it could work great for some.


Reported to the BOD yesterday on comments I received here. Still intent on moving forward. Thanks Tim.

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/27/2019 9:29 AM  
Posted By JeffT2 on 09/26/2019 7:45 AM
Does this apply to your community? As I read it, it requires the same number of signed consents instead of votes, if your bylaws so provide.

Title 15

§ 5766. Consent of members in lieu of meeting.

(b) Partial consent.--If the bylaws so provide, any action required or permitted to be taken at a meeting of the members or of a class of members may be taken without a meeting upon the signed consent of members who would have been entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all members entitled to vote thereon were present and voting. The consents must be filed in record form with the minutes of the proceedings of the members.

(c) Notice of action by partial consent.--Unless the bylaws require notice before an action pursuant to subsection (b) takes effect, prompt notice that an action has been taken shall be given to each member entitled to vote on the action that has not consented.


Fascinating find Jeff.
Title 15 is for corporations. Title 68 is for real estate. Because 68 includes specific sections for Condos and HOAs, I might conclude that 68 is more appropriate. Then again, 68 doesn't go into as much detail on elections as 15 - and we are a corporation - maybe it does apply.
Next time I speak with our attorneys about the proposed voting revisions, I'll see if they're familiar with 15-5766. I don't want to add much to the cost of what they're researching now, but it sure is interesting.
Again, nice find.

Sikubali jukumu. Read all posts at your own risk.
SueW6
(Michigan)

Posts:586


09/27/2019 9:30 AM  
How are you going to hold a secret ballot vote by skype? Or an election where ballot privacy must be honored? I think once a year to ask people to get together in person is not unreasonable.

What works at a business mtg is not applicable at a membership meeting.
NpS
(Pennsylvania)

Posts:3758


09/27/2019 9:41 AM  
Posted By CathyA3 on 09/26/2019 7:51 AM
Re: shutting down the chronic complainers at the annual meeting -

The most helpful thing we did was have our attorney run the annual meeting (provided at modest cost). People who feel no qualms about ranting at or insulting the PM or board members will not do the same to our lawyer. It's partly because of the lawyer's status and partly because it's clear that he knows what he's doing and moves the meeting along according to the agenda.

We also invite people to submit questions and comments ahead of time, and these items appear on the agenda. Goes a long way to making people feel that they're being heard, and gives the board time to do some research and provide thoughtful responses. All this makes the complainers look more like cranks than reasonable folks with legitimate issues. We set a positive tone a month ahead of the meeting with the notice and election materials, and we stay on message throughout.

ND's last paragraph is an excellent description of important skills for all board members. Every community has a few homeowners who thrive on conflict and controversy, the board and PM are favorite targets, and they can poison a community's atmosphere if allowed to run unchecked. Having a standard playbook that you use when dealing with these folks keeps you in control and makes their shenanigans seem less personal.


Thanks Cathy.
I'm going to check to see if our BOD is willing to bring someone in to run the meeting. Don't think they'll be willing to pay lawyer rates, but maybe someone else.

Re submitting questions ahead of time, we accomplish that ahead of time, with our survey. There is always a question that asks: If there is one thing you could change about our community, what would it be? We've been asking the same question for years, and people are open about their thoughts and feelings. The problem is that so few people actually attend. I agree with you that giving the BOD time to research and report is valuable. It also diffuses some of the defensiveness.

Totally agree with you on having a standard playbook. Working on it.

Thanks.






Sikubali jukumu. Read all posts at your own risk.
JohnC46
(South Carolina)

Posts:8730


09/27/2019 9:48 AM  
Wen unable to raise a Quorum some say well our owners are apathetic. I ask, might it not be they are happy the way things are and do not want any change?

I might have said something confusing earlier. We have 112 owners and need 20% (23 owners) for a quorum. Without Proxies we would not make Quorum
NpS
(Pennsylvania)

Posts:3758


09/27/2019 10:25 AM  
Posted By SheliaH on 09/26/2019 7:57 AM
Other than giving off site or sick and shut in homeowners a chance to participate, I don't think this is a good idea. It appears the main reason you don't want a live meeting is because of possible static from the chronic complainers. Sorry, but that's part of being a board member - some people will never be happy and if you do this, they'll probably send a ton of emails and or go to the media, saying who knows what. Then you'll wish you have them 2 minutes to rant.

Thefefore, you need to do your job and preside. Prepare an agenda and limit people to 2 minutes during the open forum. Time them and tell everyone they will be timed and won't be able to add follow-up comes until after everyone's had a chance to speak. Bad behavior may result in being asked to stop or leave.



Thanks Sheila.

Static from chronic complainers is a major factor. The other is that a thick skin doesn't grow overnight and some qualified and capable people will never grow one.

As to timing everyone, I think that might be easier to achieve if the communications is electronically controlled.




Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/27/2019 10:28 AM  
Posted By LetA on 09/27/2019 5:18 AM
You may run into a great area of the law or even worse if you record your meetings, wiretapping.


Not sure if the BOD would want to. If we did, it would be announced in advance. Good question to ask our lawyers before we settle on what we're going to do. Thanks.

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/27/2019 10:36 AM  
Posted By SueW6 on 09/27/2019 9:30 AM
How are you going to hold a secret ballot vote by skype? Or an election where ballot privacy must be honored? I think once a year to ask people to get together in person is not unreasonable.

What works at a business mtg is not applicable at a membership meeting.


Thanks Sue.

That issue is being addressed by our lawyers.

As to how we do things now, we use the same form for ballot and proxy. Anyone who looks at the ballot/proxies can see how people voted. There really isn't any secrecy.

Then again, the outcomes of our votes are always the same. Whoever runs gets elected to the BOD. If someone new ran, a current BOD member would gladly step down. Our budgets always get ratified. So ultimately, it doesn't really matter how the owners vote. I don't mean that in a demeaning manner. It's just a fact of life in my HOA.

Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/27/2019 10:46 AM  
Posted By JohnC46 on 09/26/2019 9:15 AM
- What percentage of owners actually attend your annual meetings? Mail-in votes and proxies don't count.

Without proxies I doubt we would meet Quorum of 20%. 112 owners.

- How many of you use proxies that automatically make the Board the Proxy holder so that the Board can control the election outcomes?

We do. They are mailed out along with the Annual Meeting Info.

- How many have annual meetings at times that are inconvenient for a large segment of your homeowner population?

We meet at 6pm on a Saturday at a public library that is 3 miles away.


Thanks John

- Without Proxies. Same here. A lot of wasted energy for such a limited result.

- Directed Proxies. I get that you use proxies, but my question was if you used proxies that automatically give authority to the BOD. (Directed proxies with authority to a BOD member). We've had MCs suggest we use them, and rejected it. Thought it put too much power in the hands of people who might want to hang onto their position even if they did a poor job.

- Inconvenient time. Don't think we'll do weekends. Our current Pres is a golfer. We did go to a more inconvenient time of year when we changed from a Dec 31 year-end to a Mar 31 year-end. Annual meeting went from Nov to Feb. More likely that we have bad weather in Feb. Black ice in these parts will get you.


Sikubali jukumu. Read all posts at your own risk.
NpS
(Pennsylvania)

Posts:3758


09/27/2019 10:50 AM  
Posted By JohnC46 on 09/27/2019 9:48 AM
Wen unable to raise a Quorum some say well our owners are apathetic. I ask, might it not be they are happy the way things are and do not want any change?

I might have said something confusing earlier. We have 112 owners and need 20% (23 owners) for a quorum. Without Proxies we would not make Quorum


Absolutely John. The better the job we do, the more that people don't want to participate. And the more effort needed to meet minimum requirements for a valid vote.

What you said about using proxies wasn't confusing. Interested in knowing if you use directed proxies. See prior post to you. Thx.

Sikubali jukumu. Read all posts at your own risk.
JohnC46
(South Carolina)

Posts:8730


09/27/2019 11:47 AM  
Our Proxies (which our MC mails out with the notice of the Annual Meeting) has two boxes to be checked.

First says to be used for establishing a Quorum only and can be voted by the BOD.

Second says to be used for establishing a Quorum and assigned to............name here.......... to be voted.

About 90% have the first checked off. Those that solicit proxies, such as I do, have the solicitor named as the solicitor asked for such is about 10%.

As I said, without Proxies we would probably not make Quorum.

In 5 years we have always made Quorum but we only had two BOD elections with more candidates than open position. In out last 3, we had to go begging for people to be on the BOD thus no elections.

I am still opposed to not having a face to face meeting. Not opposed to those not attending being able to listening in but I would not allow them to speak, just listen.
NpS
(Pennsylvania)

Posts:3758


09/27/2019 12:14 PM  
Posted By JohnC46 on 09/27/2019 11:47 AM
Our Proxies (which our MC mails out with the notice of the Annual Meeting) has two boxes to be checked.

First says to be used for establishing a Quorum only and can be voted by the BOD.

Second says to be used for establishing a Quorum and assigned to............name here.......... to be voted.

About 90% have the first checked off. Those that solicit proxies, such as I do, have the solicitor named as the solicitor asked for such is about 10%.

As I said, without Proxies we would probably not make Quorum.

In 5 years we have always made Quorum but we only had two BOD elections with more candidates than open position. In out last 3, we had to go begging for people to be on the BOD thus no elections.

I am still opposed to not having a face to face meeting. Not opposed to those not attending being able to listening in but I would not allow them to speak, just listen.


Thanks John.

I like the directed proxies for quorum purposes only.

Will bring it to the attention of my BOD.

Thx.

Sikubali jukumu. Read all posts at your own risk.
SueW6
(Michigan)

Posts:586


09/27/2019 3:38 PM  
Looks like you’ve got a lot of bylaw re-writing to do. All these things you are talking about must be in the bylaws.
NpS
(Pennsylvania)

Posts:3758


09/27/2019 8:38 PM  
Posted By SueW6 on 09/27/2019 3:38 PM
Looks like you’ve got a lot of bylaw re-writing to do. All these things you are talking about must be in the bylaws.


Not that much to re-write:

- I found myself defending a concept more than anything else here. Very little of that will go into the bylaws.

- Most of what I said talks to the culture of my HOA more so than the wording of my bylaws.

- I'm confident that the lawyers will produce an amendment that takes up less than a page.

I'm thankful to everyone who contributed to this thread. I learned quite a bit about the potential emotional responses that we will need to be prepared for.

At the end of the day, we'll have to wait and see if this new path is received well by my community.

Thanks.


Sikubali jukumu. Read all posts at your own risk.
SueW6
(Michigan)

Posts:586


09/28/2019 5:27 AM  
Reminder: the Annual Meeting is different than a board meeting for what you want to do. At an Annual Meeting, EVERY Member must have full access to the meeting and participation rights.

Why dont you start with setting up board meetings electronically first?
NpS
(Pennsylvania)

Posts:3758


09/28/2019 6:28 AM  
Posted By SueW6 on 09/28/2019 5:27 AM
Reminder: the Annual Meeting is different than a board meeting for what you want to do. At an Annual Meeting, EVERY Member must have full access to the meeting and participation rights.

Why dont you start with setting up board meetings electronically first?



Interesting idea. Thanks.

Sikubali jukumu. Read all posts at your own risk.
JohnC46
(South Carolina)

Posts:8730


09/28/2019 9:32 AM  
Posted By SueW6 on 09/28/2019 5:27 AM
Reminder: the Annual Meeting is different than a board meeting for what you want to do. At an Annual Meeting, EVERY Member must have full access to the meeting and participation rights.

Why dont you start with setting up board meetings electronically first?





Says who or what?
SueW6
(Michigan)

Posts:586


09/28/2019 1:47 PM  
The Annual Meeting of the Members of the corporation is not the same as a Board Meeting of the corporation. That’s non profit 101, so I don't understand your question.

Check out Roberts Rules, too,
JohnC46
(South Carolina)

Posts:8730


09/28/2019 2:03 PM  
Posted By SueW6 on 09/28/2019 1:47 PM
The Annual Meeting of the Members of the corporation is not the same as a Board Meeting of the corporation. That’s non profit 101, so I don't understand your question.

Check out Roberts Rules, too,




Would each Member being able to see, hear, and speak electronically suffice?
SueW6
(Michigan)

Posts:586


09/28/2019 2:49 PM  
For starters ...

Homeowners don’t vote at Board meetings, cant go into Exc. session, cant debate motions, are limited to speaking time ( only at appointed time during open forum) , must follow board agenda, can’t participate in the business being conducted. Members are viewing participants only.

At Annual Meeting, Members vote on motions, participate in debates and can have an issue placed on the agenda ( if done according to the bylaws) , can participate in discussion and debate portion of any motion made, can question presenters of reports. Members are active participants in their own meeting.
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