When a board member is present at a meeting and abstains from a board vote it is usually a “Yes” vote. Board members often deal with complicated decisions that directly impact other owners in the association. Board members are often tasked with making hard decisions regarding such issues as assessments, hiring contractors, taking enforcement action on rule violating owners, entering into litigation, and approving budget increases. Some board decisions upset the owners, and as a result, some board members opt to abstain from voting in a decision they think will be unpopular. By law however, an abstained vote actually still counts as a “Yes” vote. Specifically, Ohio Revised Code Section 1702.55(C) states: A director who is present at a meeting of the directors…at which action on any matter is authorized or taken and who has not voted for or against such action shall be presumed to have voted for the action.” Therefore, if a board member is present at a meeting, and “absta...
Tips and Tricks for Running A Successful Annual Meeting
Many associations hold their annual meetings in the second quarter of the year. As you prepare for your association's annual meeting, it is important to remember some helpful hints on running an effective and efficient meeting:Remember to start on time. Be sure that sign-in is scheduled prior to the meeting to allow enough time to get organized. Cover the procedural requirements in your governing documents. In order to conduct a valid annual meeting, there must be a quorum present and notice of the annual meeting must have been sent. The specific requirements for your association will be outlined in your governing documents. If the requirements aren't followed, no action taken at that meeting will be valid. Follow your agenda. Let the owners know in the beginning that the agenda will be strictly followed. This will keep you organized and on track. Keep your cool during an open forum. There are some owners who only come to the annual meeting to comp...
Election Results in a Tie - Now What?
12 Dec 2017
12 Dec 2017
One of the most important parts of the agenda at an association’s annual meeting is the election of board members. Most association’s Bylaws provide an agenda for the annual meeting, which includes the election or appointment of inspectors followed by the election. When there are more candidates than available board positions, owners complete their ballots and the inspectors then collect and count the votes. But, what happens when there is a tie? The association’s Bylaws may address this scenario. For example, some Bylaws provide that tie votes be resolved by drawing of lots or by a flip of a coin. If your association’s Bylaws are silent on how to resolve a tie vote, we recommend that the association first have a “run-off” where all of the owners vote again. If the run-off results in a tie vote, the association can decide the winner by drawing of straws or lots (slips of paper) or by a coin toss. Many times, however, when there is an election tie,...
It Takes a Judge to Invalidate an Election
20 Aug 2009
20 Aug 2009
While it takes a judge to invalidate an election, generally owners may recall a board. Recently, we attended an annual meeting with a very close election. Nine candidates were nominated to fill four positions. While all the proper election procedures were followed, several of the candidates were unaware of their ability to solicit proxies from their fellow homeowners. As a result, two incumbents were re-elected as well as two candidates who generally favored the actions of the current board. The election results were achieved even though the vast majority of owners in the room opposed the current board and their courses of action.Two days after the elections, a few of the defeated candidates circulated a petition among the owners aimed at calling a special meeting. The defeated candidates not only wanted a new meeting, but also wanted a new election.The bylaws of every association must be carefully reviewed in the instance of a contested election. At this association, signatures of 25% of the owners...
Seminar: Effective and Efficient Board Meetings
Kaman & Cusimano is pleased to announce our spring seminar series:Effective and Efficient Board MeetingsTopics to be discussed include: 20 Suggestions for More Efficient Meetings Open vs. Closed Meetings Outbursts From Owners Parliamentary Procedures Email Decisions Timed Agendas - Limiting Endless Discussion Board Ethics/ConfidentialityThis seminar is offered during the months of April and May at over 18 locations around Ohio. Board members and property managers of Kaman & Cusimano service option clients may register for the seminar by either calling our office at 888-800-1042 or by registering online by logging into ATLAS.
Quorum Required For Annual Meetings
As community associations hold their 2013 annual meetings, many share a common challenge: obtaining a quorum to conduct business. A quorum is the number of owners present, in person or by proxy, that is required to be present to transact business, including conducting an election. Often, an association’s governing documents require that a majority of owners be present to conduct the election, which can be difficult and challenging to achieve. If a quorum is not present, the election may not be held. HOAleader.com recently addressed this important issue in a recent article: http://www.hoaleader.com/public/No-Quorum-for-Meeting-to-Elect-a-Board-Give-Up-And-Can-the-Prior-Board-Carry-On.cfm To remedy this requirement, many community associations have proposed an amendment to their governing documents to reduce their quorum requirement.
Tips for Effective Association Annual Meetings
As many condominium and homeowner association annual meetings are held during the first quarter, many board members and professional property managers are preparing for these meetings to reasonable ensure that the meetings will be effecient and effective. HOAleader.com recently published an article that quotes Kaman & Cusimano partner David Kaman, outlining six tips to run meetings effeciently. To view these important tips, please read the entire article at the following link:http://www.hoaleader.com/public/Six-Tips-to-Run-HOA-Meetings-More-Effectively.cfm
Five-Year Proxies Overcome Owner Apathy
In early November an attorney from our office attended an annual meeting of an association consisting of 44 homes. In spite of the attendance of our attorney, the property manager, the association’s accountant, 5 board members, and 13 homeowners, no business could be conducted in that the association failed to achieve a quorum. At this particular association, the required quorum is one half of the owners attending either in person or by proxy. The meeting had to be rescheduled and was held this past week. However, this time the property manager wisely submitted to the owners a five-year proxy. In Ohio, a proxy is valid for longer than one year so long as it explicitly states the term of validity. The property manager wisely drafted the proxy following the form available on our firm’s educational portal for property managers and board members called ATLAS. (See Sample Forms: Proxy (5 year) with voting power to Board President) The assoc...
How to Deal with Board Conflicts
Boards are made up of different people with different personalities and opinions. Ideally, the board should be a group of people who work together efficiently despite differences in opinions. However, the reality is that conflict between individual board members occurs from time to time. When this happens, it is important to remember the big picture and that all board members share the same goal of improving the community.Perhaps you have a board member who complains and dissents to each issue or decision you make. Or, a board member who “knows it all” and cannot be convinced otherwise. Maybe you have an un-involved board member who rarely speaks up or even shows up. No matter the personality, each person handles conflict in a different way, so it is helpful to consider several different approaches to conflict resolution.In the event you have a “complainer” on the board, try to encourage them to suggest solutions to the problem instead of griping about it. If a board ...
Budget Approval Motion NOT Needed at Owners’ Meeting
As community associations hold their annual meetings, boards should be reminded that for most associations, owners do NOT need to approve the treasurer’s report or annual budget. The majority of association Bylaws provide an outline for the annual meeting agenda, which includes approval of last year’s annual meeting minutes by owners, reports of officers, and a board member election. A Bylaw provision requiring owners to approve the treasurer’s report or budget at an annual meeting would be extremely rare. However, boards often make the mistake of asking owners for their approval of these financial items at annual owners’ meetings. If no such owner approval is required by the Bylaws, owners may be confused as to their role within the association and assume a false sense of empowerment, especially regarding delicate financial decisions.All boards should carefully review the association’s Bylaws in preparation for the annual meeting. Organization and a clear understanding of the ap...
Absentee Ballot Voting
A common misconception about community association annual meetings is that owners may vote to elect board members prior to the annual meeting using an absentee ballot. Absentee ballot voting is not permitted, however, unless expressly authorized by the association’s governing documents. For example, if the association Bylaws (sometimes referred to as the Code of Regulations) allow potential candidates for the board to be nominated at the annual meeting or require that board members be elected “at a meeting” or “in person or by proxy,” and are silent with respect to an absentee ballot procedure, this generally indicates that election voting must take place at a meeting of the membership, where a quorum is present.To enable your association to utilize mail-in ballots as a means of electing future board members, the association must pass an amendment to the Bylaws authorizing this method of voting. While voting outside of a meeting can be beneficial to associations by allowing owners to vote di...
Open Board Meetings are not required by Ohio Law, but may be required under the Organizational Documents
Homeowners elect board members at the annual meeting, who are then responsible for making comprehensive business decisions for the association, such as setting the annual operating budget, entering into contracts, promulgating rules, and enforcing restrictive covenants. Because the board has extensive decision making power over the association, owners want to (and also mistakenly believe in an absolute right to) attend the board meetings to observe the decision making process, inspect the documents, and provide input.A common misconception is the applicability of the Ohio Sunshine Laws, i.e. Ohio’s Public Records Act and Ohio’s Open Meetings Act, which require government to make meetings, records, votes, and discussion open for public attendance, participation, or examination. The Ohio Sunshine Laws do not apply to condominiums or planned community associations. Although Ohio law does not require associations to hold open board meetings the association’s Declaration, Bylaws, or other organiz...