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QUESTION/ANSWER BY: JOHN H. GETTINGER, ESQ.

Question:

We cannot get a quorum for annual meeting. We are required to have an annual meeting. We did a vote with owners in attendance and voted to not attempt another annual meeting until next year. Some are saying improper. What else can we do?

Answer:

If you do not have a quorum at the annual meeting, the meeting should be held as an "informational" meeting. The meeting can proceed in accordance with the agenda, and all reports of officers can be given, except that no action can be taken by the homeowners. As such, in the event that there are board members whose terms may be expiring, the homeowners may not elect their successors. Instead, those board members will continue to serve until their successors are elected and qualified.

Because there was no quorum present, the homeowners who were in attendance did not have the power to vote not to attempt another annual meeting until next year. This vote was a nullity. However (unless your by-laws require that the board try more than one time to hold the annual meeting), the board can make that decision (based upon a proper reason such as the likelihood that a quorum will not be met at an adjourned meeting, and not upon an improper reason such as a deliberate attempt to avoid the election of new members to the board) by vote of a majority of the board members at a meeting of the board at which a quorum is present. Homeowners who may disagree with the decision may call a special meeting of the homeowners upon a petition signed by stipulated percentage of the homeowners.

If it is a chronic problem that your association is unable to obtain a quorum at its annual meetings, the board should consider putting before the homeowners a proposed amendment to the by-laws which either reduces the number of homeowners who are required to be present to constitute a quorum at the annual meeting or reduces the number of homeowners who are required to be present to constitute a quorum at an adjourned meeting thereof where a quorum was not present at the initial meeting.

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