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Subject: Special Meeting Concerns
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DennisG7
(Georgia)

Posts:122


08/28/2021 5:44 AM  
Several HOA members have recently petioned the HOA BOD for a "special meeting". They had collected signatures from about 1/3 of the membership. The purpose is to remove all current Board members and replace them. I signed the petition a week or so ago and returned it to the member that was organizing the special meeting petition. Last night another member called me and said that it appeared the meeting would be held via Zoom.
There has been no person to person meeting of the BOD or of members since Feb 2020. The state has opened all facilities/activites and masks are optional.

To my kowledge the only Zoom meeting was held last December. It was the annual meeting and I'm told less than 20 members were on line to view it. We have 189 members/lots so the turnout was very, very low. It appears from last nights email, sent by the management company, that this will be the plan also for conducting the special meeting.

Schools are open, restaurants are open, sporting events are open, the Friday night highschool football game was played last night with a capacity crowd. I suspect that the management comapny and the BOD want to keep attendance so low that they will declare there is no quorum and cancel the attempt to remove the BOD.

In previous years when we anticipated a large turnout for a meeting the HOA used a large meeting hall at a local church about 2 miles away. Also an elementary school about 1/3 mile from the HOA entrance might be available.

Any suggestions on how we can force the issue of having an in person meeting? I fear the Zoom meeting will fail.

One other question. Is the mangement company allowed to be present and to speak? It seemes to me the HOA BOD/Officers should conduct and run the special meeting. Our By Laws state that the person(s) to be removed will have an opportunity to speak, but no one else.

Thanks for your input.
Dennisg7
AugustinD


Posts:1859


08/28/2021 6:28 AM  
-- The country is in the thick of the fourth surge of this pandemic. I believe many hospitals are overwhelmed, meaning they are rationing care.

-- Many cities, states, schools and businesses are returning to masks required and/or vaccinations are required.

-- I support HOAs and COAs continuing with Zoom meetings. This is for public health as much as anything else. I do not want to face another lockdown et cetera.

-- Because of the above, I cannot think of any words that would be compelling to a board that at least is willing to run the meeting, if only by Zoom.

-- For a Special Meeting that is a recall, I think the management company should keep any opinions it has about the directors and candidates to themselves. Management companies tend to be woefully biased towards those directors or candidates who favor them.

-- But I do not see any easy way to keep the management company out of the meeting.

-- The best approach may be: Be thoroughly prepared to rebut any nonsense the management company spews. Don't hesitate to point out any obvious bias the management company has because it wants to keep its contract et ceter.
BenA2
(Texas)

Posts:1096


08/28/2021 7:05 AM  
If you do not get a quorum, then I think most people are ok with the current board. Anything negative, such as voting out board members, usually causes more people to attend. We have a lot of people who do not like Zoom meetings but if the issue was important enough, most of them would figure out how to use it. You described 20 out of 189 as being very, very low attendance but 10% participation is the norm for most organizations. I do not think we have ever had 10% of the owners show up for any meeting.

I do not know what the board's motive is for having a Zoom meeting but I would not assume that just because politicians have lifted restrictions that people should not have concerns about COVID-19.
CathyA3
(Ohio)

Posts:2573


08/28/2021 7:35 AM  
At this point you're probably more likely to achieve quorum if the meeting were held via Zoom. In-person meetings will disadvantage those with various health issues and could be viewed as discriminatory.

(FWIW, there is already backlash in states where the politicians are trying to forbid reasonable public health measures. I expect that to continue.)
MaxB4


Posts:1581


08/28/2021 10:10 AM  
First, Dennis, if you insist on having an in-person, I feel you should be held personally liable and financially responsibilble if any attendee contracts COVID from such meeting.

Why wouldn't the management company have some loyality to the Board, afterall, they are the ones that hired them and also interact with them on a regular basis.
JohnC46
(South Carolina)

Posts:11638


08/28/2021 11:38 AM  
My BOD has decided on having an in person Annual Meeting in Oct or Nov. We will practice Social Distancing and mandatory masks.
KerryL1
(California)

Posts:8707


08/28/2021 12:02 PM  
Our attendance from owners increased when we started having Zoom meetings long ago. We started hybrid meetings of both Zoom and in person late last month and about 20 Owners attended in person and about the same via Zoom (we have 200+ units with 25% landlords; 10+% part-timers). While not required, all attendees and directors & staff are vaccinated and we all wore masks.

I agree it's also possible your issue may attract more attendees than usual. Is there a required quorum for recalling directors? (I know nothing about this subject). Can you collect proxies?

Your PM probably can attend. But there should be no role for them at the meeting. Your board, tho' will make the agenda and may slip in the PM. Since it's a meeting of the members, I should think any owner could call a point of order--even interrupting the PM, if they go on a pro board-speaking binge.

I took a look at a manager code of ethics long ago--CAI? Can't remember, and it suggested that certified managers should not express preferences among owners or directors, or some such. Ours always have been completely neutral during competitive campaigns for directors and that is how it should be. IMO.
BillH10
(Texas)

Posts:783


08/28/2021 7:04 PM  
Dennis

I'm not following one of your questions regarding the Management Company. Why would the MC have any place on the agenda of this Special Meeting during which they would speak?

If you have a really good MC, with integrity and no skin in the game (or even if they do but have integrity) I can see having someone from the MC chair the meeting and hopefully keep it from going off the rails. But, see my next comment----

Would I ask for the management company, in the person of the property manager, to be present? Possibly. Would the presence of the PM, or any representative of the MC, inhibit owner statements or the proceedings?

If the answer is Yes, then No, the MC should not be present. You should ensure however, someone who knows how to take meeting notes under Roberts is present and does so. Recording the meeting would be better.

Next, given what you have told us, this is a meeting to remove the Board. In many/most associations, this also means removing the officers since they are often one and the same.

If that is the case, I do not believe any sitting Board member or officer should chair or otherwise 'run' the meeting.

MaxB4 recently mentioned he had been engaged by another association to run a meeting for them, presumably as a neutral 3rd party. Based on what you have posted, I would explore doing the same--find a neutral 3rd party to chair the meeting. Fly me in from Dallas. I have family in Newnan and will not charge for food and lodging if you are in the Atlanta area.

Seriously, if any of those running your meeting are 'on the line so to speak, their position as a Director is involved in this, they should not have any role in the meeting process except perhaps to introduce the hired 3rd party and explain why that person is running the meeting.
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