The Quick Version
A handout was available to all members present, with agenda for this meeting, minutes from the 2018 annual meeting, and financial data as of August 31, 2019 (including the balance sheet and the monthly budget comparison statement). [download a copy here]
There was not enough “eligible votes” represented to establish a quorum for the annual meeting, therefore no official association business could be conducted. An informal discussion took place among those attending, which included incumbent board members, one homeowner, two guests, and our community manager.
The incumbent board of directors will continue to serve.
The More-Detailed Version
The Annual Member Meeting was scheduled for last Wednesday, September 25. Every year an election for the board of directors is held in conjunction with the annual meeting. A call for board candidates went out in August, and ballots were mailed to the then-current owners in early September.
Though our bylaws permit proxy voting, Arizona statutes now prohibit proxy voting, but allow absentee ballots. “What’s the difference between proxy and absentee?”, you might ask. With a proxy vote, you assign someone else the right to cast a ballot on your behalf; what often happens is that someone goes around and obtains a proxy to vote on behalf of many homeowners and then casts all the ballots for one person, giving the advantage of choice to the person with all the proxy votes. With an absentee ballot, you make your own choice on the ballot and send it in, but you do not have to be present for your ballot to count. This way, no one person can cast all the votes based on personal choice.
Arizona statutes also dictate that absentee ballots “count” when computing the quorum present for a meeting.
What’s a Quorum?
A quorum is the minimum number of members that must be present at a meeting in order to conduct official business. (Some people mistakenly think there is no meeting if there is no quorum. This isn’t true, according to most parliamentary procedures, like Robert’s Rules of Order. A meeting occurs when there is less than a quorum present, but only a limited number of actions can be taken by those who are attending.)
Our bylaws require 10% of the membership to be present for a quorum. With 345 homes in Rio Crossing, that amounts to 35 votes (rounding up to a “whole vote”). For this year’s meeting, the number of absentee ballots plus the number of members attending who had not voted was under 20.
Last year (September 2018) we had 46 members (mostly absentee ballots plus a few attendees).
Who Was Elected?
When there is no quorum, there is no election. The election is one of those items of business that can’t be done when there is no quorum.
“Then what happens?”, you might ask. There are a couple of possibilities:
- One of the actions that can be taken without a quorum is a decision to reconvene the meeting at a later date, in the hopes that a quorum can be established then – either with additional absentee ballots, more attendees, or both. That is often referred to as an “adjourned meeting”. If a quorum is established at that adjourned meeting, the election (and any other association business) can proceed.
- The members can adjourn the existing meeting without designating a future date for reconvening, and in this case, the incumbent board members (from the “current” term of office) continue as board members for the succeeding term.
In our case, only incumbent board members were on the ballot, so going to the effort of reconvening at a later date would not really have had a significant outcome other than just allowing the current board to continue. (There would have been one minor difference: one of the incumbent board members did not submit a candidate application for the upcoming year, and therefore if there were any write-ins, a write-in candidate could have been elected.)
If we were just a few members short of a quorum and could have made a quorum later by collecting just a few more ballots or with a couple more attendees, then we might have considered reconvening at a later date. But with barely half the number of required members and the fact that the pool of candidates was essentially the same as the incumbent board, the likelihood of having a quorum at a subsequent session was small and this option was not considered.
Bottom line: the incumbent board members will be retained on the board for the subsequent year.