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Subject: Annual Homeowner Meetings/IL HOA
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Author Messages
ReneeD
(Illinois)

Posts:201


08/09/2008 8:35 PM  
I am curious to know if the BOD is obligated to hold our association's annual homeowner meeting sometime during the month of August based on following wording from our CCR's? It states that "...the initial meeting of the Owners shall be held not more than sixty (60) days after the Turnover Date. Thereafter there shall be an annual meeting of the Owners within thirty (30) days from the anniversary date of the initial annual meeting at such time and on such date designated by the Board. Turnover date for this association occurred on May 19, 1986; initial meeting occurred on July 30.

For all the years I have lived in our association, we have always held our Annual Homeowners Meeting in the month of August. This year it will be held sometime in the month of September...all because of scheduling conflicts. I was also told by the PM's assistant that as long as proper notice is mailed to all homeowners not less than 10 or more than 30 days of the meeting date there is nothing more they can do. I find this hard to believe as the first notice(candidate applications) were mailed in June by the PM; in my opinion, that is when the PM, BOD, and attorney should've agreed on an August date as well as reserved a room.

I happen to know for a fact that one year there was a huge bruhaha as to what month/date the Annual Meeting would be held and that the management company was determined to set a date in August regardless of anyone's schedule. Now they are doing a flip-flop. Am I missing something here????? -Renee




RobertR1
(South Carolina)

Posts:5164


08/10/2008 12:41 AM  
Renee,
Sure you are missing something here, a whole batch of stuff. You are missing out on reading what your documents direct about when meeting will be held. Read your documents, read all the notices the Board and/or Property management has put out. Have you asked a Board member?

You are dealing in heresay, get it al in writing and sort it out. If there are discrepancies you can't live with bring them to Boards attention in writing citing the pertinent clauses. Ask for a written explanation. It is probably too late to change meeting this year, but if violation are significant,as soon as meeting opens, I would immediately call for a " point of order," and question the legality of meeting. Make it a motion and demand that a discussion beheld. Remember, the President sets the date of all meetings under the guideline of your covenants.

Do you have personal conflict about the dates, what is your interest? In general meeting can slip a little but they have to be held in a described time frame.
SusanW1
(Michigan)

Posts:5202


08/10/2008 5:48 AM  
Well . . . here I go again.

The Annual Meeting is NOT a Board meeting and is not under the jurisdiction of the Board. They had NO right to postpone it. In fact, the meeting could be held without them.)

Put them on warning that the RESIDENTS will call the meeting with or without them, and expect all reports to ge given or forwarded in writing. The president should be there to give his/her end of the year report and explain what and how the board did for the past year. The rest of the Board sits in the audience, just like any other resident.

Next time they do this, call your meeting, elect a presiding officer, and hold it anyway. One thing on the agenda should be disciplinary notices for all Board members who disregard the very documents they promise to uphold.

P.S. Why is the MC even involved?
GeorgerwilliamsW
(Indiana)

Posts:975


08/10/2008 6:48 AM  
Posted By SusanW1 on 08/10/2008 5:48 AM
Well . . . here I go again.

The Annual Meeting is NOT a Board meeting and is not under the jurisdiction of the Board. They had NO right to postpone it. In fact, the meeting could be held without them.)

Put them on warning that the RESIDENTS will call the meeting with or without them, and expect all reports to ge given or forwarded in writing. The president should be there to give his/her end of the year report and explain what and how the board did for the past year. The rest of the Board sits in the audience, just like any other resident.

Next time they do this, call your meeting, elect a presiding officer, and hold it anyway. One thing on the agenda should be disciplinary notices for all Board members who disregard the very documents they promise to uphold.

P.S. Why is the MC even involved?


Here's the problem with what Susan has written. There needs to be a convening authority to call an annual meeting, and that is typically the board of directors. You simply can't have a single homeowner or a self-appointed group or groups of homeowners willy-nilly calling annual meetings on their own.

I would urge you not to make the date of the meeting a contentious issue with any kind of warning to the board, and certainly don't go the route of "disciplinary notices." Be flexible. August may be a bad month because of vacations or the start of the school year.

You need to ask yourself, What is the manifest harm done for the meeting to be moved to September?" No court in this land would agree with a slavish adherence to particular date if reasonableness has been used to establish an alternate date.

Typically, an annual meeting is reasonably scheduled anytime within six months of the end of the fiscal year.

It seems unreasonable to me that the annual meeting date has been fixed in perpetuity by the developer based upon the original turn-over date.

MaryA1


Posts:0


08/10/2008 7:21 AM  
Renee,

First of all, the manager should not be dictating anything! The BOARD sets the date of the meeting; the manager mails the notices, etc.

In reading the requirement in your bylaws I find some ambiguity, thus leaving much room for interpretation. First it says the meeting shall be held w/i 30 days from the anniversay date of the initial annual meeting. Then it goes on to say the board shall designate such time and date. This could be construed to mean, it's up to the board to decide when the meeting shall take place. It's not uncommon for bylaws to state a particluar month when annual meetings are to be held; in some cases even stating a particular week of the particular month. However, I believe, in most instances the date and time are left to the discretion of the board. My former assn bylaws said: "A regular annual meeting of the members shall be held during the third full week of March each year within Maricopa Co, AZ, at such time and place as determined by the board, or at such other time and at such place as may b determined by the board or by a majority vote of the members voting at any meeting of the members." I would suggest the board decide what month works best -- Aug or Sep. But, I wouldn't change the date just because one board member has a conflict. They should set the date and make certain the notice is mailed IAW with the bylaws. Usually the requirement is "not less than 10 days nor more than 60 days before the date of the meeting. . ."

I strongly believe Susan is wrong in her suggestion for the members to just call a meeting. The bylaws of my assn explicitly give the power to preside at all meetings of the MEMBERS and the BOD to the Board President alone. The Board Secretary is charged with the duty to keep all minutes of ALL meetings of the MEMBERS and all meetings of the BOD. In most instances only special meetings can be called by the members of the assn and even then a written request of a certain % of the members is required. I've never known of an assn whose bylaws allowed the members alone to call and hold the annual meeting. If this were to happen, I would hope the members would have thoroughly researched their docs to ensure they are holding this meeting legally.


RobertR1
(South Carolina)

Posts:5164


08/10/2008 8:50 AM  
Observations.

Set the next annual meeting date at the current annual meetings. Hash it out and be done with it.

I don't agree with Susan done the line by I do agree the Members have the power to hold a meeting and appoint for that meeting a Presiding ehatever. You have to that that if you are going to recall the Board and there are probably other reason or emergency.

SusanW1
(Michigan)

Posts:5202


08/10/2008 10:54 AM  
As soon as the Board did not live up to the bylaw or governing document setting the annual meeting, the membership could have called that meeting and conducted business, as long as it was a quorum-met meeting. Any judge in the US would back that.

I agreed with the previous poster to call a Point of Order at the next meeting and remind the Board to follow the association's documents. Setting the meeting for the next year is a good idea, also.

MaryA1


Posts:0


08/10/2008 11:04 AM  
Posted By SusanW1 on 08/10/2008 10:54 AM
As soon as the Board did not live up to the bylaw or governing document setting the annual meeting, the membership could have called that meeting and conducted business, as long as it was a quorum-met meeting. Any judge in the US would back that.

I agreed with the previous poster to call a Point of Order at the next meeting and remind the Board to follow the association's documents. Setting the meeting for the next year is a good idea, also.





Susan,

Why do you think they violated the bylaw. I read the bylaw and think there's enough ambiguity there to allow the board to interpret it to mean they can change the date of the meeting. And, frankly I don't know that a judge would rule that any actions taken at a meeting called by the members would be legal unless the docs gave that option to the members. Sure they can hold a meeting. Anyone can meet at any time or location they choose; but, more importantly, can they legally conduct business.
SusanW1
(Michigan)

Posts:5202


08/10/2008 11:10 AM  
Yes, the board does set the date - but it must be within 30 days of July 30th.

The original poster said it is going to be held "sometime in September."
GeorgerwilliamsW
(Indiana)

Posts:975


08/10/2008 11:21 AM  
Posted By SusanW1 on 08/10/2008 10:54 AM
As soon as the Board did not live up to the bylaw or governing document setting the annual meeting, the membership could have called that meeting and conducted business, as long as it was a quorum-met meeting. Any judge in the US would back that.

I agreed with the previous poster to call a Point of Order at the next meeting and remind the Board to follow the association's documents. Setting the meeting for the next year is a good idea, also.




I stand by what I wrote.
MaryA1


Posts:0


08/10/2008 11:30 AM  
Posted By SusanW1 on 08/10/2008 11:10 AM
Yes, the board does set the date - but it must be within 30 days of July 30th.

The original poster said it is going to be held "sometime in September."





Here's what the rule says: "...the initial meeting of the Owners shall be held not more than sixty (60) days after the Turnover Date. Thereafter there shall be an annual meeting of the Owners within thirty (30) days from the anniversary date of the initial annual meeting at such time and on such date designated by the Board. Turnover date for this association occurred on May 19, 1986; initial meeting occurred on July 30."

Note that it says: ". . .and on such date designated by the board. . ." Date means month and day. If the rule said "and on such day designated by teh board" then the meeting would have to take place in August. But, it says "date" and that is where the ambiguity occurs because previously it says "30 days from the anniversary date".
SusanW1
(Michigan)

Posts:5202


08/10/2008 3:17 PM  
"Thereafter there shall be an annual meeting of the Owners within thirty (30) days from the anniversary date of the initial annual meeting at such time and on such date designated by the Board."

Means: the Board can set the time and date of the meeting, which is to be within 30 days from the anniversary date.
KirkW1
(Texas)

Posts:1665


08/10/2008 8:54 PM  
Rene,

The reason the management company has done a flip-flop is simple. It goes like this:

In the beginning the declarant let the management company run the show. And they tended to continue to run the show after the turnover. But eventually the BOD became wise to the fact that the management company is the agent of the Board.

The thing is that the management company is contractually obliged to the Board. They are employed at the pleasure of the Board. They should try to watch out for the ownership, but they ultimately are hired and fired by the Board.

So then what you can do about it is to vote against the members who are up for renewal. You could put together a recall effort to take place and replace the whole Board. But if you soundly defeat any member up for re-election that will send a pretty loud message to the remaining members of the Board.
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