I’ve been spending a good deal of time recently attending the annual membership meetings of a number of the ROCs we represent and helping many of our communities prepare for these meetings.
I thought I’d list a few reminders for board members and managers of condominium and cooperative associations preparing for annual meetings:
- The annual meeting is a meeting of the members–it’s not a board meeting. While it’s common for the board members at the annual meeting to sit and face the unit owners, the directors should remember that it’s the membership that will be voting on the issues on the agenda.
- The agenda should concisely and clearly list what business will be considered by the membership. Only items on the agenda can be considered by the members.
- Ballots are NOT proxies and cannot be used to establish a quorum. While only twenty per cent of the unit owners are needed to cast ballots in order to conduct an election of the association’s directors, other items that require the approval of the unit owners at the annual meeting must occur at a meeting where there is a quorum of the membership’s voting interests present. That quorum requirement is usually a simple majority of the voting interests.
- As we all know, the quorum requirement can be satisfied through the use of proxies that allow a unit owner who does not attend the meeting to appoint a proxy holder to cast that absent unit owner’s vote. Florida statutes governing condominium associations and cooperative associations allow both limited and general proxies to be used to help establish a quorum.
Occasionally, a cooperative or condominium association will have an annual meeting where the unit owners will not be voting on any item that would have to be included on a limited proxy form. Communities that are fully funding reserves and conducting annual audits would thus not be voting to waive those requirements and might have no other issues requiring a unit owner vote requiring limited proxies. However, managers and board members in these communities should still deliver a general proxy form to the unit owners and take great care to stress to the membership the importance of properly completing and returning those general proxies. Keep in mind that if the unit owners decide that there’s no reason ton attend the annual meeting (since "nothing important" is happening) and not enough of those unit owners return completed proxies to the association, the association may not be able to conduct any official business at the annual meeting because a quorum was not obtained.
Hopefully, problems of this nature will remain extremely rare in Florida’s resident owned communities.
We’ll be posting the dates and locations of this season’s last set of seminars as well as several speaking engagements within the next two weeks and hope you’ll be able to attend one of those events.