Annual and Membership Meetings May Be Adjourned to Obtain Additional Votes

January 27th, 2015

Posted in Business & Corporate Law

An all too common scenario for condominium and homeowner associations (HOA’s) in Florida is the lack of participation at an annual meeting, where the election of directors is typically required to occur along with any special membership vote or a special membership meeting called to vote on a matter requiring membership approval.  While the quorum requirements to hold such a meeting are generally found in the association’s governing documents, by law the quorum can be no higher than thirty percent (30%) of the entire membership.

If a meeting is able to be called because a quorum is met but not enough members vote on a specific issue (such as amending the association’s governing documents), the members present at the meeting may move to adjourn the meeting to a later date to allow for additional votes to be gathered.  Proxies submitted for the originally scheduled meeting are valid for ninety (90) days and thus may be used at an adjourned meeting.  However, any owners appearing at the originally scheduled meeting would be required to attend the continued meeting, or execute a proxy, if they wish for their votes to be counted.  This again is subject to the association’s governing documents addressing this issue.

If a quorum of the membership is not met, then a meeting may only be adjourned to a later date if allowed in the governing documents (generally, the Bylaws).  Thus, a review of the governing documents is required to determine if an adjournment is permitted.

Florida condominium and homeowner associations should contact legal counsel with questions regarding the holding of membership meetings and the ability to adjourn such meetings to a later date in order to obtain additional votes.  A review of the association’s governing documents is required to determine how such a scenario would impact your specific association.



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