QUESTION: With the 2019 HOA Annual General Membership Meeting pending re-scheduling after the December 3 2018 meeting was unable to be conducted due to the meeting’s location being unavailable, what are the requirements for notifying HOA members of the new date, location, and agenda for the meeting? What is the requirement for the number of residents to be present in order for a quorum to be reached? What happens if not enough members attend?
ANSWER: Article III of the Springs Owners Association By-Laws addresses Association meetings. Paragraph 3.01 of the Article, Annual Meeting, specifies the requirement that an annual meeting must be conducted “for the purpose of electing those Directors whose terms of office have expired and for the transaction of other business as may come before the meeting.” Paragraph 3.04, Notice of Meetings (below), provides the notification requirements for member meetings involving HOA-wide elections or voting. Paragraph 3.06, Quorum (below), provides the answer to the above quorum question, and highlights the annual plea for HOA members to either attend the meeting in person or by proxy in order to avoid the possibility that a very small minority of owners could make significant changes to our operational or financial provisions if the quorum requirements are not met. With 86 owners in the Springs, the initial quorum requirement is at least 18 owners be present physically or by proxy. Should the quorum not be met at that meeting, the rescheduled meeting (held within 60 days of the first scheduled meeting), would only require 9 members in attendance physically or by proxy.
ARTICLE III – MEETINGS OF MEMBERS
3.04 Notice of Meetings. For member meetings involving an Association-wide election or vote1, written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally or by mail, to each member entitled to vote at such meeting, not less than ten (10) nor more than sixty (60)1 days before the date of such meeting.
3.06 Quorum. The members holding twenty percent (20%)2 of the votes, which may be cast at any meeting, shall constitute a quorum at such meeting. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to a 30-day notice requirement and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting, provided that such reduced quorum requirement shall not be applicable to any such subsequent meeting held more than sixty (60) days following the preceding meeting. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.
Members voting by absentee or electronic ballot may be counted as an owner present and voting for the purpose of establishing a quorum only for items appearing on the ballot.3
(Note: bold text reflects Bylaw changes approved by (1) an amendment adopted by the State Legislature dealing with notice requirements for member meetings that include HOA-wide election or vote, effective January 1, 2012; (2) a majority of the Board of Directors at a Special Board Meeting conducted on March 7, 2012; and (3) an amendment adopted by the State Legislature dealing with HOA voting, effective September 1, 2011.)
These periodic Discussion topics intend to remind Springs residents of the provisions in our Covenants, Conditions, and Restrictions (CCR’s) and in our HOA's governing provisions (Bylaws) that apply to all Springs residents solely by our election to live in this community.
The Bylaws are "the guidelines for the operation of the Homeowner's Association. The bylaws define the duties of the various offices of the Board of Directors, the terms of the Directors, the membership's voting rights, required meetings and notices of meetings, and the principal office of the association, as well as other specific items that are necessary to run the homeowner's association as a business."*
If you are a Springs resident who has misplaced your copy of the CCR’s or Bylaws, or are a new resident who wasn’t provided a copy by the previous owners or your realtor, you can view (and download in Adobe Reader [.pdf] format) the complete Springs CCR’s and By-Laws at the Consolidated Bylaws and CCRs section of this website, located in the Pages & Links tab.
*Definition from "Homeowners Association Law Frequently Asked Questions," Hatch, Little, & Bunn, LLP, Raleigh, NC
