Help with Appropriately Navigating Haphazard Boards
Hi, will you please provide feedback on how best an owner should handle the following issues?
1. During an open meeting end of 2024, the board discussed an agenda item for roof cleaning and the 3 rescoped bids but in such a quick manner and without much detail besides the pricing. The board motioned, then voted but didn’t offer to have owners speak. (It would’ve been nice for homeowners to ask for more detail before the vote, because the month prior it was discovered that the 3 quotes were vastly different in cost by thousands of dollars and were very different in job scope. This was only discovered by an astute board member, and ultimately the decision was to table the topic until next meeting.) Should homeowners remind the board just before they vote to let us discuss?
2)
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Pamela,
The law is clear the board must allow any homeowners present at the meeting the opportunity to speak prior to any vote of the board on anything.
A simple reminder is always in order and their failure to comply with the law will subject the association and them liable to litigation.
This is not optional and applies to any vote of the board. Because of this provision the board is prevented by law from voting in executive session on anything as well.
Dennis
Thank you! The board actually did this same thing [not offering to allow homeonwers to speak prior to vote] on four more separate instances a few months ago.
Also, I must have inadvertently deleted my other questions before posting:
A) At an annual membership meeting/election, do the prior year annual meeting minutes have to be listed on the ballat as a topic the owners vote on [yes or no], OR can those minutes simply be read aloud, motioned and approved at the live meeting among those owners who are present because it wasn’t on the ballat?
Pamela,
Any action to be taken at an annual meeting of the members must be on the absentee ballot including the approval of the previous year’s meeting minutes, unless a quorum of the members is present in person at the meeting. In that case the members at the meeting constitute a quorum and can act on anything brought up before them without that action being listed on the absentee ballot. For examples nominations from the floor can only occur if a quorum is present at the meeting. While those people that voted on absentee ballots don’t get an opportunity to vote for the person nominated from the floor they do get to vote for anyone on the ballot. The quorum can take any action they want including voting for anyone that was not listed on the ballot. If a quorum is not physically present at the meeting and the absentee ballots are necessary to satisfy quorum than the annual meeting cannot conduct any business that was not included on the absentee ballot.
Dennis
Hi, Dennis. One more question. Sorry, ’tis the season for elections!
What is the difference between the board nominating candidates and the number of available candidate slots? (our bylaws say the board can make as many nominations as they desire but not less that the number of directorships to be filled).
Also, our bylaws were amended in 2011 saying the Association shall be managed by a board of directors consisting of at least 3 but no more than 7 directorships. Over the years, the community manager puts on the Request for Candidate Form that there are ONLY five (5) board positions to fill. Should there be seven spots advertised? Is it the Board’s discretion to say how many directorship positions can be filled? The bylaws just say the board can “nominate” as many nominees – so is this the same as directorship positions?
Pam,
Your bylaws are very typical and allow for a range of directors. Boards also typically consist of an odd number of position so decisions can be effectively made. The board is free to decide to increase or decrease the number of board position within the authority of the bylaws on a term basis. Once a sitting board member’s term expires the association is free to eliminate that position and reduce the size of the board. The association can add a new position at any time and have that new position filled by election, the board cannot appoint anyone to fill a newly created position only the homeowners can do that. The number of seats is important because it determines what a quorum is. A board of 3 members requires at least two board members be present to take any action, a board of 5 requires 3 and a board of 7 requires 4. You will note that a board of 6 seats would still require 4 to be present to act so reducing the total seats by only one does not change the quorum requirement for board action. Most associations stagger the terms so that only part of the board is replaced each year. Technically anyone wishing to run for the board that is qualified in accordance with the bylaws must be allowed to run and be listed on the ballot. Many associations across this state only allow their friends or people that agree with the sitting board to be listed on the ballot and this is absolutely wrong. My top priority legislation this session would have prevented this, but it was held in committee and never heard. We will try again next year.
Dennis
at our annual meeting on March 3, 2025, the board told us at the meeying that the meeting was cancelled because we did not have quorum present in the room. When asked how many Ballots were mailed in
we were told non of your business! & did they count toward quorum: we were told NO the quorum had to be present in the room, so they cancelled meeting & election & said the current board would roll over for this year!
Carol
Your board lied to you, Arizona law clearly establishes that absentee ballots count toward satisfying quorum no matter what your governing documents say. If I were you I would organize a petition for a special meeting on the members for the purpose of recall of the entire board. Your community deserves better than to be blatantly lied to and told that election results were none of your business.
Dennis