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We recently held our annual meeting to reelect two board members and to vote for an amendment to renew a loan. Most owners didn’t want these board members to be reelected (and were hoping someone else would step up) nor did they want to vote for the amendment (as no first hand bank information was submitted only a memo from management company re bank fees, interest, etc.) so they didn’t show up and the meeting ended without a quorum. Now days after the meeting, management says they were able to persuade some owners to vote and now they have enough votes for the amendment and management also says that since the board members ran unopposed they are automatically reelected. Is this true or should another meeting be held?
Well if the ran unopposed you don't actually need an election.
However in the situation they were running against someone and their wasn't a qourum you would need to check your proprietary lease. In ours we don't need to have a re-election and the Board would stay as is. However we actually have that issue right now and decided to have a re-election to avoid any controversy and do right by the new people running for the Board. However, we made it clear in the letter for the re-election that if there is no qourum again, the Board will stay as it.
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It depends...but seems highly unlikely that what transpired is OK.
If you didn't reach quorum at the meeting, no business could be transacted & you didn't have an election. If you were told to submit ballots anyway, & if the meeting was properly "held open," it is possible a legal quorum was later reached & proxies counted.
HOWEVER--an amendment usually requires a supermajority, typically 2/3, voting in favor. If you had trouble reaching a quorum, & if, as you point out, many owners were opposed to the proposed amendment, management's claim sounds fishy.
Even more striking is management's statement that the incumbent board members were "automatically reelected," yet there were votes for the amendment. If people voted, they voted for board members, too...which means the "automatic" claim makes no sense. Was there a vote, or not?
More info is needed on what did, & didn't, transpire. If I were you, I'd press the Board to open the vote count on the amendment only & demonstrate that the required supermajority was attained. If they refuse, I'd immediately begin circulating a petition to call for a special meeting & election [which likely requires just 25% of owners/shares].
Once you have even one Board seat, you have full access to all records, can ascertain what happened & can report to owners.
If you're not willing to run for the Board yourself, stop reading these posts & take up knitting.
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Board Talk members who registered prior to March 9th, 2016 will need to reset their password.