Summary

Not following ALL of the required procedures when preparing amendments to your association governing documents can be VERY expensive.  Take the time, money and effort to do it right.

The Facts

In 2015 the board for Forest Lakes Master Association distributed notice that it would be holding a vote to amend its voting procedure at its annual meeting.  The board and property manager alleged that they had received the required votes for the amendment.  Because of some interesting counting techniques, the number of votes in favor of the amendment kept rising.  One owner, Johnson, emailed the board and stated that he believed the board failed to follow proper voting procedures and that the amendment did not pass.  After counting the votes, Johnson confirmed his belief that the board had violated the voting procedures in their documents.  Johnson demanded that the Board find the voting procedure void.  When the board refused Johnson filed suit.  Both parties moved for summary judgment and the association also asked for attorney fees.
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Summary

A 79-unit condominium association held a meeting to remove the directors from office and elect new ones. The president objected to the meeting, the procedure and the notice, but since the association followed the documents and had more than half of the unit owners vote for the removal, the directors were removed.
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As Condominium and HOA attorneys, we often receive questions from our clients dealing with all the issues that can get in the way of conducting a successful annual meeting. Most often, it is the issue of not being able to achieve a quorum of owners in attendance—which stymies the Association’s ability to hold Board member elections, approve the budget, and take other important actions to further the HOA’s business for the coming year.  So what happens if an Association’s Bylaws calls for annual board elections, but the Association does not hold elections for a number of years?  Is there a Board? Does the Board have any authority? A recent case addressed these issues, and the court’s findings might surprise you.
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Time and time again we hear that one of the biggest challenges in conducting annual Association meetings is simply achieving a quorum (in other words, getting enough butts in the seats). Without a quorum, business cannot be conducted, votes cannot be taken, and the Association’s operations are virtually stymied. The Association is forced to adjourn the meeting, and start the painful process of going door-to-door and begging for proxies all over again.
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From years of experience, unit owners and board members can justify anything. Board members who take compensation for serving on the board or who make sure that their building is always first in line for repairs can find relatively legitimate reasons for everything they do – e.g. they are saving the association money by doing the job that a property manager would do but for only ½ of the pay.  Of course, these same board member who complain about all of the work they do on the board also fight like hell when someone runs against them.  If your association has such a board member, and you don’t believe that you can have them removed before the election, then they must be defeated at the annual meeting.  It will be a battle, so prepare: have the short sentences that explain why you are running (the theme of your election), say what you will do, not what the current volunteers are doing wrong, and go get proxies and enlist others to help you get proxies from everyone. 
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