Annual Meeting w/o quorum

I have searched forum for this topic with no luck. I have also researched my gov. docs and FL Statute with no results. What would happen if at an Annual Meeting (Dec. 07) there is no quorum of he membership or BOD for that matter, and a handful of homeowners decides to appoint themselves as board members to "save" the day??? There are no Minutes recorded to reflect what transpired at the Annual Meeting. I was not present since did not purchased my house until a couple of months later. My assessment is that these folks became a "de facto", interim board, and new elections should have taken place soon after.

Your thoughts.

What is even more outrageous is that these 5 homeowners appointed THEMSELVES as board members. Only one 2007 Director remains on the board. The prop. mgmt. co. that took over in May 08 took their word for granted and went ahead and filed FL Corp Annual Report with the State listing new names as Directors.

Yes, I did raised an alert back in June and July, and suggested that they seek legal advise. At that time I also stated my concerns about a "conflict of interest." VP had the grounds maintenance. By-Laws cleary state that "NO Director shall receive ANY compensatation for services rendered to the HOA." As a result VP has recently resigned from board duties to keep his contract. Award of this contract is NOT mentioned in any of the Minutes thus far.

As of lately I have been very vocal about the illegitimacy of this board, and have suggested that President appoints an "Elections Committee" for our Dec. 9 Annual Meeting/Elections. President is young and inexperience and she needs help dealing with the other hostile board members. IMO, this board should not take for granted another year in office. They got away with "murder" already.

Susanna,
Susan told you the correct fact, that the meeting should have been declared not quorumed and cancelled. The membership should have gotten enough members together and duly call another meeting to attempt at another meeting. There is no legitimate Board sitting right now. All that you can do is to try and mop up the mess and prepare for the upcoming annual meeting by having candidates ready to run.

Your concerns about the V.P. having the grounds contract most likely is NOT a conflict of interest. The wording in your docs says that NO director shall recieve any compensation for services rendered to the HOA. That means that as a Director, not as a contractor who submitted a bid and has the contract. UNLESS he voted for himself to get awarded the contract. It is allowed that any Board member can submit a sealed bid for a service contract but he MAY NOT VOTE on the awarding.

I really don't know if I'm the only one. We have 558 SF homes and membership is mandatory. Pres. came to me in June seeking guidance. She said she was fed up with what had been going on for several years, and I paid close attention. I can assure you the board has taken notice of some my recommendations. New prop. mgr. has also taken notice. I feel I've done my homework and my duty. Since you mention financial condition of the Assoc. I can tell I've also brought to their attention the lack of a realistic Budget and lack of a reserve account. A reserve account is mandatory by FL Statutes when a developer fails to set one up. These board members had never heard of FL Statutes 720. If your gov docs do not address an issue you have to research FL Statutes.

DonnaS, thanks for your replies. As far as the VP's resignation I really don't know for sure if it was actually prompted by my "conflict of interest" "red flag." It could have been something else. I was the Treasurer of an HOA here in FL a couple of years ago, and that's precisely why I was and still am in shock. I won't write or email the board anymore. Can only hope that "change is in the air."

Susanna - you are trying to change a tire on a speediing truck!

This board IS functioning and IS carrying on the business of the HOA. If you really feel that you must pursue this "illegal" board's qualifications to conduct HOA business, then file with the state's attorney general or state agency that oversees election procedures for not-for-profits.

Unless they are doing things that are outside of their powers, then a judge or agency won't deal with it.

As I said before, the time to object to the "election" process has passed.

Focus on the upcoming election.

I think you should run for the BOD. You should start building your base now. Then when the annual meeting is announced start working to get proxy votes. This way quorum will be met.

I would just try to be careful in presentation. (I don't know how you have been in the past.) There is a fine line between someone who wants them to do things right and protect themselves and someone who is bossy and wants to take over. If you fall on the right side of the line you find that change occurs much easier.

I would not bring up how the Board came into being, other then to encourage people to either show up or sign a proxy. And then say that your concern is that the HOA is protected. Don't say that the current BOD are clowns.

I would guess that they saw a bad situation and didn't know how to make it right. As such, some stepped up and tried to do the right thing. Short of hard evidence to the contrary they should be given the benefit of the doubt. And if their intentions were right, then they should be appreciated for having good intentions. Not that they don't need guidance, just be careful that you don't attack them.

I can tell you that the BOD I am serving on certainly has made mistakes. None of us have served on a BOD before. And this is our first year out from developer control. Next year should be better.

Susanna,
A question for you. The 2009 budget will be voted on tomorrow evening and the P.M will be mailed out in Nov to the homeowners?

Have you been mailed a copy of the proposed Budget at least 14 days prior to tomorrow? Thats a Statute requirement.
As for waitning until Dec, you have a fiscal year requirement to meet and waiting till Dec for the new Board to vote on the budget might be way too close to get it done. Timelines are missing for us.

Susanna,

This is 720:303 (6)

a) The association shall prepare an annual budget that sets out the annual operating expenses. The budget must reflect the estimated revenues and expenses for that year and the estimated surplus or deficit as of the end of the current year. The budget must set out separately all fees or charges paid for by the association for recreational amenities, whether owned by the association, the developer, or another person. ""The association shall provide each member with a copy of the annual budget or a written notice that a copy of the budget is available upon request at no charge to the member. The copy must be provided to the member within the time limits set forth in subsection (5)."""

720; 306 (5)

5) NOTICE OF MEETINGS.--The bylaws shall provide for giving notice to members of all member meetings, and if they do not do so shall be deemed to provide the following: The association shall give all parcel owners and members actual notice of all membership meetings, which shall be mailed, delivered, or electronically transmitted to the members not less than 14 days prior to the meeting. Evidence of compliance with this 14-day notice shall be made by an affidavit executed by the person providing the notice and filed upon execution among the official records of the association.

Susanna,
This is one of those places in the Statutes that they could have written just a little clearer. Our HOA attorney insisted in a notification with copy of the proposed Budget per this-----

""The association shall provide each member with a copy of the annual budget or a written notice that a copy of the budget is available upon request at no charge to the member. The copy must be provided to the member within the time limits set forth in subsection (5)."""

The question is what section 5? Does it mean #5 from this?-----"The association shall give all parcel owners and members actual notice of all membership meetings, which shall be mailed, delivered, or electronically transmitted to the members not less than 14 days prior to the meeting."

Donna,

We had a similar situation last November wherein the Association's attorney decided to cancel our election without allowing the members to vote to adjourn to a new meeting with reduced quorum requirements as stated in our governing docs. To answer your first question, yes attorneys are above the law. Who is going to stop them. I know California Association laws and statues but are they enforceable? I don't think so, who would you go to? The Association can be run by 5 elected or non-elected members or non-members, along with a PM and an Attorney. Sometimes, good luck trying to make any changes and if so it does take time. A few of us in the community have started that process and will know in November when all 5 board positions are up for grabs.

I am curious though, who was installed, new members, old members or a combination? You could hire an attorney as a group if there is no recourse through the agencies that are supposed to regulate HOA's. I think legislators make the laws and then won't put anybody in charge to enforce them.

Donna,

Did enough owners show up for the Annual Meeting, but did not vote? If so, quorum may have be achieved even though there were only a few votes. The other thing to consider were proxies collected by the individuals running to reach quorum?

Donna,

Hopefully someone from Florida will come forward and let you know if you have recourse with Florida agencies. In California, we have none. So we change from within. Good Luck to you!!

Glen,

Florida may be different, but Donna mentioned that the ballots were counted even though quorum wasn't achieved. It appears someone decided to conduct an elections against the rules. I did file a compliant with our Bar and I am still waiting. Good Luck with that one. This is why, IMO, quorum requirements should be completely eliminated from the governing document. Give the power back to the owners.

I’m by no means an expert but my interpretation of FL condo statutes is that they didn’t even need to hold the election if the number of people running was equal to or less than the number of vacant positions unless their By-Laws specified something else. The problem is that they attempted to show their displeasure and it bit them on the butt as I stated before they can live with it until next year or attempt to recall the BOD and elect their volunteers. We don’t know if Donna was there or if she was one of the ones who sat it out and is reporting what someone told her.

718.112 Bylaws__(D)(Bold by me)
1. There shall be an annual meeting of the unit owners held at the location provided in the association bylaws and, if the bylaws are silent as to the location, the meeting shall be held within 45 miles of the condominium property. However, such distance requirement does not apply to an association governing a timeshare condominium. Unless the bylaws provide otherwise, a vacancy on the board caused by the expiration of a director's term shall be filled by electing a new board member, and the election shall be by secret ballot; however, if the number of vacancies equals or exceeds the number of candidates, no election is required. The terms of all members of the board shall expire at the annual meeting and such board members may stand for reelection unless otherwise permitted by the bylaws. In the event that the bylaws permit staggered terms of no more than 2 years and upon approval of a majority of the total voting interests, the association board members may serve 2-year staggered terms. If no person is interested in or demonstrates an intention to run for the position of a board member whose term has expired according to the provisions of this subparagraph, such board member whose term has expired shall be automatically reappointed to the board of administration and need not stand for reelection. In a condominium association of more than 10 units, coowners of a unit may not serve as members of the board of directors at the same time. Any unit owner desiring to be a candidate for board membership shall comply with subparagraph 3. A person who has been suspended or removed by the division under this chapter, or who is delinquent in the payment of any fee or assessment as provided in paragraph (n), is not eligible for board membership. A person who has been convicted of any felony in this state or in a United States District or Territorial Court, or who has been convicted of any offense in another jurisdiction that would be considered a felony if committed in this state, is not eligible for board membership unless such felon's civil rights have been restored for a period of no less than 5 years as of the date on which such person seeks election to the board. The validity of an action by the board is not affected if it is later determined that a member of the board is ineligible for board membership due to having been convicted of a felony.

2. The bylaws shall provide the method of calling meetings of unit owners, including annual meetings. Written notice, which notice must include an agenda, shall be mailed, hand delivered, or electronically transmitted to each unit owner at least 14 days prior to the annual meeting and shall be posted in a conspicuous place on the condominium property at least 14 continuous days preceding the annual meeting. Upon notice to the unit owners, the board shall by duly adopted rule designate a specific location on the condominium property or association property upon which all notices of unit owner meetings shall be posted; however, if there is no condominium property or association property upon which notices can be posted, this requirement does not apply. In lieu of or in addition to the physical posting of notice of any meeting of the unit owners on the condominium property, the association may, by reasonable rule, adopt a procedure for conspicuously posting and repeatedly broadcasting the notice and the agenda on a closed-circuit cable television system serving the condominium association. However, if broadcast notice is used in lieu of a notice posted physically on the condominium property, the notice and agenda must be broadcast at least four times every broadcast hour of each day that a posted notice is otherwise required under this section. When broadcast notice is provided, the notice and agenda must be broadcast in a manner and for a sufficient continuous length of time so as to allow an average reader to observe the notice and read and comprehend the entire content of the notice and the agenda. Unless a unit owner waives in writing the right to receive notice of the annual meeting, such notice shall be hand delivered, mailed, or electronically transmitted to each unit owner. Notice for meetings and notice for all other purposes shall be mailed to each unit owner at the address last furnished to the association by the unit owner, or hand delivered to each unit owner. However, if a unit is owned by more than one person, the association shall provide notice, for meetings and all other purposes, to that one address which the developer initially identifies for that purpose and thereafter as one or more of the owners of the unit shall so advise the association in writing, or if no address is given or the owners of the unit do not agree, to the address provided on the deed of record. An officer of the association, or the manager or other person providing notice of the association meeting, shall provide an affidavit or United States Postal Service certificate of mailing, to be included in the official records of the association affirming that the notice was mailed or hand delivered, in accordance with this provision.

3. The members of the board shall be elected by written ballot or voting machine. Proxies shall in no event be used in electing the board, either in general elections or elections to fill vacancies caused by recall, resignation, or otherwise, unless otherwise provided in this chapter. Not less than 60 days before a scheduled election, the association shall mail, deliver, or electronically transmit, whether by separate association mailing or included in another association mailing, delivery, or transmission, including regularly published newsletters, to each unit owner entitled to a vote, a first notice of the date of the election along with a certification form provided by the division attesting that he or she has read and understands, to the best of his or her ability, the governing documents of the association and the provisions of this chapter and any applicable rules. Any unit owner or other eligible person desiring to be a candidate for the board must give written notice to the association not less than 40 days before a scheduled election. Together with the written notice and agenda as set forth in subparagraph 2., the association shall mail, deliver, or electronically transmit a second notice of the election to all unit owners entitled to vote therein, together with a ballot which shall list all candidates. Upon request of a candidate, the association shall include an information sheet, no larger than 81/2 inches by 11 inches, which must be furnished by the candidate not less than 35 days before the election, along with the signed certification form provided for in this subparagraph, to be included with the mailing, delivery, or transmission of the ballot, with the costs of mailing, delivery, or electronic transmission and copying to be borne by the association. The association is not liable for the contents of the information sheets prepared by the candidates. In order to reduce costs, the association may print or duplicate the information sheets on both sides of the paper. The division shall by rule establish voting procedures consistent with the provisions contained herein, including rules establishing procedures for giving notice by electronic transmission and rules providing for the secrecy of ballots. Elections shall be decided by a plurality of those ballots cast. There shall be no quorum requirement; however, at least 20 percent of the eligible voters must cast a ballot in order to have a valid election of members of the board. No unit owner shall permit any other person to vote his or her ballot, and any such ballots improperly cast shall be deemed invalid, provided any unit owner who violates this provision may be fined by the association in accordance with s. 718.303. A unit owner who needs assistance in casting the ballot for the reasons stated in s. 101.051 may obtain assistance in casting the ballot. The regular election shall occur on the date of the annual meeting. The provisions of this subparagraph shall not apply to timeshare condominium associations. Notwithstanding the provisions of this subparagraph, an election is not required unless more candidates file notices of intent to run or are nominated than board vacancies exist.

Although this thread was very old, it has been started back up and the line above concerning reserve accounts jumped out at me. FL State Statutes do not require sfr's to have reserve accounts. 720.303(6)(b) states "In addition to annual operating expenses, the budget may include reserve accounts for capital expenditures..."

If I am mistaken, please guide me to where it reads we must because my HOA does not have one at this time and I am trying to get one voted in which is difficult since it will mean an increase in dues.

At the there was NO quorum, the president closes the meeting and re-schedule's it for another time. NO voting or meeting should be held!

I disagree with part of this post. I too am very vocal at our meetings to the point of fist swinging. To sit down and be quiet is what is wrong with America. Don't let anyone get away with anything that you can prove is illegal or not right. Scream, yell and raise hell. I get all kinds of bad mouthing from other members, but they sit on their ass and let the directors do what they want.

Jimmy,
Do you go to work each day and start swinging?
If you were on the Board would you open a meeting and start swinging.
You want to talk politics go to a political site.

Vocal is good, that is what provides all our laws. Bad laws are also crafted by vocal people just as good laws are.

How did you ever decide that because people don't start fist swinging that means they let the directors (could be you and probably should be you)do wnat they want?

Jimmy,

If I was chairing a meeting and you came in screaming and swinging your fists I would have you removed immediately. There is no reason for anyone to act that way and get away with it. If you want to be heard the least you can do is be civil. Screaming, yelling and raising hell may get attention, but definitely not the attention your want! I can understand your frustration that other members don't want to get involved but I doubt your actions are going to cause them to change their minds.

I take offense at what I equate the beginning of this post expresses. I came here asking for help and do not need to be told that certain actions are political. It might be just a figure of speech, or you may not know the situation that perpetrates such an action. Please stick to the total question or request and do not judge a stated action.

Tim,

This is what an answer to my post on the subject of this discussion leads to calm and quiet in the reply to a stated communication. You are perfectly right in your reply and as you have stated that educating the membership should be the question. There are in some instances where this action falls upon deaf ears when no one wants to be at the meeting in the first place. To espouse the law gets you no attention unless you break it, as no one understands the law nor do they care to understand. But let some thing change within the HOA that they disagree with and holy hell breaks loose. Just as in the political action we find our country in today. It is my opinion that some fist swinging is what is needed to get someone to listen. At least they will come to the next meeting to see what interesting actions will take place therein.

Tim,

You must be a quick study Tim, three years is damned swift for the education of you and your association.

I'm a slow learner and I have been in the same place for twenty years and it took me that long to understand I was shooting at a moving target and just like at the carnival, you knock one of those little devils down and up pops another one, just like this site.

Somewhere around the tenth year I discovered if I wanted to make a change I had to change how I did business, just like this site with the years condensed. So then it became a mutual education process and it was a matter for me to change to reach a goal. Then you come to realize you have limitations and you are only so good so you have to stop trying to change the world, because you don't have the wherewithal to do this. Just like this site. Now, I have learned there is no way I am ever going to know all the answers and I am never going to make things right because I don't know what is right. In my case if I had it to do over I would spend the time on trying to change everyone else on trying to change me and would spend the time trying to change myself on trying to change everyone else. Seems there is more benefit changing myself than I did trying to change everyone else.. Still true today and just like this site. Once in a while, I go to the search site here (before it became so confusing) and look at some of my old posts. A little bit of that goes a long way.

Jimmy,

If your remarks were "tongue in cheek" you might have added a smiley face --
:-) or a grin so we would have known you were joking. In this medium where we cannot see facial expressions we only have the written word to go on and it is very often misconstrued.

You said we should just stick to the subject of the post but what does yelling, screaming and shaking one's fist have to do with an "annual meeting w/o quorum"?

Have you checked your bylaws for info on conducting board elections as several of us suggested? If you still have questions regarding the procedure, please feel free to ask away. We're here to offer opinions; none of us are lawyers so there is no legal advice being given out. Some of us have very many years of experience with HOAs (almost 15 yrs on my part) and are also involved at the legislative level (I've written legislation, some of which is now law) -- so there is a wealth of experience and good, sound advice to be had.