COMMUNICATION ISSUE, LACK OF KNOWLEDGE OF BYLAWS
On February 26, 2023, Mike was emailed by a board member who requested he post information about the upcoming meeting on the website and in the Nextdoor group. The email stated the meeting was a “Meadowcrest HOA Special Meeting”.
According to the bylaws, member special meetings, require a quorum. This meeting was slated to be the 3rd quarterly meeting held by the current board. The first two meetings were also classified as special meetings.
On March 11th, the board had the proposed meeting agenda posted in the private Meadowcrest Facebook group. The agenda included an action item for taking roll call for quorum purposes. A short while later, a board member made a comment on the post saying the board would be dispensing with the quorum and roll call vote since nothing was going to be voted on.
Mike emailed the board and raised a point of concern about the quorum requirement being dispensed with. He reminded the board that the bylaws required that member special meeting have a quorum present to conduct any business, regardless if a vote was taking place or not.
On March 13th, the day of the meeting, a board member emailed Mike and stated that according to Northern Star a quorum was not required for the meeting since “no official business (was) being conducted”.
Mike emailed the board back and copied the Northern Star Director and indicated that the bylaws defined the order of business that was supposed to take place at meetings and that business was certainly taking place at the meeting.
The Northern Star Director emailed Mike back and indicated that she was under the belief that the meeting that was taking place was a regular board meeting. That type of meeting does not require notice to members and does not require a member quorum to be present. She wanted to know why Mike thought it was a member special meeting. Mike let her know that the instructions he received from the board indicated it was a special meeting and he posted the notices as such.
It appears this issue stemmed from miscommunication from the board with Mike and/or Northern Star. It also reveals that the board may not have been as familiar with the bylaws as they could have been. Better knowledge would have enabled them to better communicate the intended meeting type, known up front which meetings required quorums or not, and which meetings required notice or not. It was certainly clear that Mike “calling out” the board on the meeting requirements was aggravating to at least some of the board members.
Read the full email string to the right. To read the conversation in its full context and in chronological order, start from the bottom of the document and move up.
To protect the privacy of the board member(s) and/or third parties involved in the discussion, their identities have been redacted.