Associations Must Hold Membership Meetings to Elect Directors
State statutes provide that homeowners, condominium owners, and property owners’ associations are required to hold membership meetings as specified by the association’s bylaws, but no less often than elections of directors are required. Thus, it is mandatory that associations conduct membership meetings at least as often as the association is required to conduct an election of directors. Typically, an association’s bylaws provide that membership meetings are to be held annually but the frequency can be changed by an amendment to the bylaws so long as any other relevant statutory requirements are complied with (i.e. the requirement that membership meetings be conducted when an election of directors is mandated).
The association, acting through its board of directors, is responsible for arranging and conducting a membership meeting. Because the process necessitates compliance with requirements for meetings and elections that are specified in an association’s governing documents and applicable state statutes, the association’s board is generally guided through the process by attorneys, property managers, and other third-party service providers who are familiar with those requirements. Notwithstanding their reliance on the expertise of others, the association’s board of directors remains responsible for compliance with all the applicable rules and regulations, and properly conducting the meeting and election.
If an association’s board of directors fails or refuses to hold a membership meeting that is required for the election of directors, state statutes provide for remedies to compel the association to conduct the meeting and take such other action as may be needed for the election of directors.
Unfortunately, it is not uncommon for associations to be unable to conduct an election of new directors because it could not achieve a quorum of the members at a membership meeting that was scheduled for the election of new directors. In the absence of a quorum, neither the election nor any other business may be conducted at the meeting. In said event, state statutes provide for the adjournment of the meeting to a later date in accordance with time periods that are specified in the association’s bylaws and/or the statutes. If the association fails to establish a quorum at the next properly noticed member meeting, the association can either repeat the adjournment process and hope to generate a quorum of members at the next meeting or, alternatively, the board or any member can file a petition with the Superior Court having jurisdiction over the association seeking an order reducing the quorum requirements to the number of ballots cast.
Because associations must be operated and managed by a board of directors, the failure to conduct a membership meeting for the election of new directors does not mean that the association can no longer conduct business. State statutes provide that existing directors remain on the board of directors until such time as their successors have been elected and qualified. If any of the existing board members are unable to continue to serve as a director and choose to resign from the board, the vacancy that is created by their resignation can be filled by the remaining directors.