SusannaM
(Florida)
Posts:366
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| 10/06/2008 5:27 AM |
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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.
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SusanW1
(Michigan)
Posts:5035
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| 10/06/2008 5:33 AM |
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As soon as the meeting was declared "inquorate" the presiding officer should have set the meeting for another time. And then everyone should have gotten on the phone and tried to shake up the membership to attend this next meeting.
A rogue set of residents self-appointing a board was out of line AT THIS TIME.
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SusannaM
(Florida)
Posts:366
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| 10/06/2008 6:16 AM |
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| 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. |
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SusanW1
(Michigan)
Posts:5035
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| 10/06/2008 6:24 AM |
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Yes, it IS outrageous - but that was in '07, and if it has gone on this long without a huge uproar, then it is what it is. The objection should have been done long ago.
Now - about TODAY - what is going on that is so objectionable?
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SusannaM
(Florida)
Posts:366
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| 10/06/2008 6:53 AM |
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Posted By SusanW1 on 10/06/2008 6:24 AM
Yes, it IS outrageous - but that was in '07, and if it has gone on this long without a huge uproar, then it is what it is. The objection should have been done long ago.
Now - about TODAY - what is going on that is so objectionable?
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. |
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MaryA1
Posts:0
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| 10/06/2008 7:53 AM |
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Susanna,
Are you the only member who is upset about this? If so, is it really worth all your concern? Is the board REALLY doing anything wrong? How is the financial condition of the assn? If you can't get other members to voice their concerns perhaps its best to just let it go. It's very hard, and in most instances not worth the trouble, for only one person to make changes.
FYI and for future reference: The quorum of the annual meeting of the members is determined by the number of members attending (usually in person or by proxy) NOT the number of board members attending. The board members only determine the quorum for a board meeting! |
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DonnaS
(Tennessee)
Posts:5671
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| 10/06/2008 7:56 AM |
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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.
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DonnaS
(Tennessee)
Posts:5671
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| 10/06/2008 8:00 AM |
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Susanna,
I am backing up what Mary just posted. Yes, a quorum of the membership is required for the annual meeting but a quorum of the Board is required for all Board meetings. Our first year it took us 3 meetings in one month to get enough members to show up so that we could elect our first Board. |
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SusannaM
(Florida)
Posts:366
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| 10/06/2008 8:10 AM |
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| 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. |
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DonnaS
(Tennessee)
Posts:5671
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| 10/06/2008 8:20 AM |
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Oh My Gosh, Susanna,
They never heard of the Statutes? Do you have a property manager? Where have they been burying their heads. You need to get a few really smart, interested members together and sort out the issues. You cannot do this all by yourself. Split up the different problems among others because I can tell you--YOU CANNOT DO THIS ALL BY YOURSELF. But be really careful not to toot your horn too loud unless you are absolutely sure that you are correct on a point. I think that you might be a little fast to react. As I told you before, this is totally different from your Real Estate days. Validate anything that you state with Statutes. Some of these items are hard to interpret, some change yearly and some are vague so be sure before you get too vocal. |
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SusannaM
(Florida)
Posts:366
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| 10/06/2008 8:30 AM |
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| 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." |
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SusannaM
(Florida)
Posts:366
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| 10/06/2008 9:30 AM |
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| Forgot to mention that tomorrow evening the board is supposed to vote on 2009 Budget, which according to prop. mgr. will be mailed to all homeowner in November along with 2009 invoice. I've been restling with the notion that if board is not legit can they approve budget ??? Or, should new board handle this vote provided of course we meet a quorum in December. This is for my own info only since I don't believe I can change whatever happens tomorrow. |
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SusanW1
(Michigan)
Posts:5035
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| 10/07/2008 6:16 AM |
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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.
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SusannaM
(Florida)
Posts:366
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| 10/07/2008 6:46 AM |
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SusanW, I appreciate your input and I fully realize the time to object the leagality of current board is long past. I just joined this forum a couple of days ago. I wish I had found it months ago.
My approch may differ from yours and other "experts" on this forum. I've been in business for the past 35 years. Just as you don't "change a tire on a speeding truck" (that's a good analogy) when dealing with a bunch of clowns you have to first, make them admit they were wrong in the first place, and then proceed to alert them of other issues that they may be doing wrong. |
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KirkW1
(Texas)
Posts:1665
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| 10/07/2008 7:01 AM |
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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. |
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SusannaM
(Florida)
Posts:366
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| 10/07/2008 7:19 AM |
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| KirkW, thanks for your words of wisdom. |
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DonnaS
(Tennessee)
Posts:5671
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| 10/07/2008 7:57 AM |
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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. |
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SusannaM
(Florida)
Posts:366
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| 10/07/2008 8:08 AM |
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| DonnaS, the answer is NO, have not received a copy of proposed Budget. I don't remember the board did that where I used to live, and I've to say that board was very organized. Which Article of FL 720 are you referring to?? |
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DonnaS
(Tennessee)
Posts:5671
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| 10/07/2008 8:38 AM |
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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. |
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SusannaM
(Florida)
Posts:366
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| 10/07/2008 10:22 AM |
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| Donna, I've read that section several times. I don't think board has to mail "proposed Budget" before it's approved by vote at meeting. |
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DonnaS
(Tennessee)
Posts:5671
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| 10/07/2008 10:41 AM |
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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."
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DonnaS4
(Florida)
Posts:16
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| 03/04/2010 10:56 AM |
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| This looks like an old thread, but I currently have similar circumstances occurring in my association. Our annual meeting was scheduled for Tues., March 2 and a quorum of owners was not reached. The management firm, our attorney and President and Vice resumed with the meeting and ballot counting and installed a new board. Too add to the madness, it was discovered that several ballots were not the same that the majority of owners received. The meeting date was the previous years date and the candidates listed were different. It was assumed that this was a clerical error on the management firm and attorney said it was fine to continue and call it simply a clerical error (#100 for our management firm). HELLO...is an attorney above the FL Statutes and does the management firm, let alone the President and Vice not know our condo docs or Statutes. Many owners are very upset and vow to take some action. What should be the next best step for owners to take in this situation? Should be just report this to the state or attempt to petition the board to call a special meeting to discuss a resolution? |
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RichardP13
(California)
Posts:824
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| 03/04/2010 12:12 PM |
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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. |
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DonnaS4
(Florida)
Posts:16
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| 03/04/2010 12:35 PM |
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Richard,
Thanks for the reply. The board installed consisted of 4 old members and 1 new member. Truthfully, the reason a quorum was not met for the meeting was because when ballots went out owners finally began to talk that they did not want the same four running and new people started coming forward to say they would run just to get them out. Well, of course it was too late so many owners decided just to boycott voting and going to the annual meeting with the thought that the owners could petition to have the election process start from scratch. I must say, it makes a bold statement that a quorum was not met and should open up the eyes of these board members that the owners are not happy. But the five installed are all about the power and authority and have very little knowledge on the statutes or condo docs. |
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RichardP13
(California)
Posts:824
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| 03/04/2010 12:41 PM |
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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? |
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DonnaS4
(Florida)
Posts:16
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| 03/04/2010 12:45 PM |
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| No quorum was not met by ballots, proxies and owners in attendance. That's why I say that speaks volumes for these upset owners. |
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RichardP13
(California)
Posts:824
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| 03/04/2010 12:50 PM |
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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!! |
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GlenL
(Ohio)
Posts:3526
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| 03/04/2010 1:46 PM |
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| Donna, if quorum wasn’t met then the old BOD would remain in place until they were properly replaced and would have the power to appoint a replacement if there was an opening on the BOD which may be what occurred. Now your options would be to wait until the next election and make sure that someone you want is running and quorum is met OR you could gather enough signatures to hold a recall and replace the BOD that way. As to Richard’s assertion that attorneys have carte blanch and nothing can be done I would have to disagree. You can file a complaint with your local Bar Association (something I advised him to do months ago) and in Florida I believe you can file a complaint with the Ombudsman. |
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Too bad the only people who know how to run the country are busy driving cabs and cutting hair. - George Burns |
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RichardP13
(California)
Posts:824
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| 03/04/2010 2:00 PM |
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Posted By GlenL on 03/04/2010 1:46 PM
Donna, if quorum wasn’t met then the old BOD would remain in place until they were properly replaced and would have the power to appoint a replacement if there was an opening on the BOD which may be what occurred. Now your options would be to wait until the next election and make sure that someone you want is running and quorum is met OR you could gather enough signatures to hold a recall and replace the BOD that way. As to Richard’s assertion that attorneys have carte blanch and nothing can be done I would have to disagree. You can file a complaint with your local Bar Association (something I advised him to do months ago) and in Florida I believe you can file a complaint with the Ombudsman.
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. |
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GlenL
(Ohio)
Posts:3526
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| 03/04/2010 2:23 PM |
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Posted By DonnaS4 on 03/04/2010 12:45 PM
No quorum was not met by ballots, proxies and owners in attendance. That's why I say that speaks volumes for these upset owners.
Actually that is the norm in a lot of Associations not the exception. |
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Too bad the only people who know how to run the country are busy driving cabs and cutting hair. - George Burns |
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