Annual HOA Meeting & Voting - Important Changes
By Jim Hilker, HOA President
I’m limiting this week’s update to the mandated changes (corrections) to the nominations and voting procedures.
This mandated process was pointed out to us this past week as the Board was trying to get Capstone to mail out the 3 nominations for the 2 board seats, along with the mail-in (proxy) voting packets to all CV homeowners. There were conflicting communications coming from Capstone, which caused me to seek guidance from our CV retained attorney. The official determination from our attorney was an unexpected surprise to every one of us on the Board, because he stated that the CV Bylaws do not allow CV to seek or accept Board candidate nomination prior to the Annual Meeting, and that all nominations must come from interested persons ONLY at the annual meeting and all voting must take place at the Annual Meeting by homeowners in attendance. This is a completely different process from how our past Board was guided by Management Companies. Nonetheless, this is where we are at now and Bylaws do not allow us to waiver from this.
So here is the procedures that must transpire at the Annual Meeting on Dec 8th @ 6:00 PM to be in conformance with our Bylaws.
Blank voting ballots will be handed out at the meeting attendance table, only one ballot per household.
A quorum of Members must be in attendance. That means a minimum of 63 homes must be represented by a registered owner. If this is achieved, we move on to Step 3.
If a quorum is not achieved, the election of Directors will not take place at this meeting and be rescheduled for two weeks later. The Board will move to adjourn the meeting.When the call for nominations by the President is made, all those interested in serving on the Board must stand to nominate themselves. The President will ask each to identify themselves and share their desires to serve and a brief bio.
Once all nominees have been heard, homeowners may write only two (2) names on the paper ballot (one for each of the two available seats).
The Board- appointed ballot counters will tally the votes and hand the results to the Board Secretary who will read the results aloud.
The newly elected Directors will immediately take their seat on the Board, and the (new) Board will complete the remainder of the meeting agenda. Officer appointments (president, vice president, treasurer, secretary) will take place at the very next meeting of the HOA Board.
The most critical thing is we need 63 CV homes represented AT THE MEETING. Please do not think you do not need to be there - YOU MUST ATTEND!
I know this may be confusing; it certainly was for us on the Board. Below is the copy/paste of full email received from the CV attorney on this matter. You can refer to Section 5.03 of our Bylaws as well.
Jim:
There is nothing in your Bylaws, Chapter 720, Florida Statutes nor elsewhere which provides a process for advance nominations for Director candidates prior to a deadline in advance of the annual meeting.
Section 5.03(b) of the Bylaws provides, “Nominations for Directors and any additional directorships created at the annual meeting shall be made from the floor or in advance if absentee ballots are accepted.” However, Chapter 720 allows voting prior to the meeting without nominations from the floor only if the Bylaws provide for secret ballots by mail, and if then within dual envelopes in the manner provided in the Condominium Act for condominium associations. Your Bylaws do not so provide.
I have seen management companies routinely follow something like the condominium election process also for their HOA clients, including with advance solicitation of candidates by a deadline. However, there is no basis for that in the law nor typically in the HOA documents.
So there may be no advance voting for your Directors prior to the annual meeting, and that election – and all candidate nominations – must occur at the annual meeting. If you have a question or comment further, please let me know.
Dan Lobeck, Esq.