Question: Our condominium association is having a vote at a special meeting to authorize major improvements to our property, which must be approved by 67% of all voters. We have a hard time getting people to vote. We understand that we can hold the process open for 90 days to get out the vote. How does that work? (A.L. by e-mail)
Answer: You should discuss with your association attorney in advance of the meeting so you can be prepared how to handle the “adjournment” process under your particular governing documents.
Many bylaws only recognize the right to adjourn when a quorum is not present. I am aware of at least one agency decision (which is technically not binding law) where a unit owner challenged the association’s action of adjourning the meeting even though a quorum was present. The arbitrator ruled that the bylaw provision in question, which only allowed for adjournment where no quorum was present, did not limit the right to adjourn in other circumstances. In considering the interpretation most reasonable to the association’s ability to efficiently operate the condominium, the arbitrator ruled that a lawfully convened meeting could be adjourned in circumstances other than lack of a quorum. There is also an appeals court case in the homeowners’ association context which appears to adopt a liberal view of adjournment procedures.
If a quorum is present at the meeting, either in person or by proxy, the meeting can be called to order, but you should “adjourn” it before taking the vote on the project, if not enough units are represented to take the required vote. The procedure I recommend is generally as follows:
- Call the meeting to order.
- Explain to the members present that the association has not obtained sufficient voter input to properly address the issue at hand and request that the meeting be adjourned to permit additional members to submit proxies.
- A motion should be made and seconded as follows:
I move that this meeting be adjourned until [date] at [time] at [place].
The motion must contain an exact date, time and place for the reconvened meeting. I would recommend adjourning for three or four weeks, if you think that will be enough time.
- The motion should be voted upon by the members. The proxyholder for the board is entitled to vote the proxies he or she holds in favor of the motion (as can any other proxyholders), as long as the signer of the proxy has given general powers to the board.
- Those members who have come to vote at the meeting in person should be given a proxy, asked to mark their vote, and leave the signed proxy with the association. If they wish to come to the reconvened meeting later, they can revoke their proxy and vote in person.
- The meeting should be adjourned.
- The Association should contact those owners who have not voted and encourage their participation, whether they are for or against the project.
- The vote is taken at the reconvened meeting. The additional proxies obtained can be added to the count, as well as the votes of those who vote in person at the reconvened meeting.
Unless otherwise addressed in the bylaws, notice generally does not need to be given for the reconvened meeting, but may be required for new owners. Also if title changes, proxies should be obtained from the new owner.
The Florida Condominium Act states that a proxy is not valid longer than 90 days after the date of the first meeting for which it was given, so the process must be completed within 90 days. Some bylaws contain specific restrictions on adjournments, which could materially alter the general processes and deadlines noted above.