A PLACE TO BE
Saturday, November 7, 2015
HAVE OUR DIRECTORS BEEN LEGALLY ELECTED?
As negotiated by the Village attorney, the Board passed a motion at the November 4th Regular Meeting which would allow a Cowen easement to common grounds and utilities. Now this motion needs a ratification of 75% of a quorum of owners present at a called meeting. The interesting thing is whether that quorum is 40% of the total unit owners or 51%.
A few months ago Pat Burke rightfully questioned the 40% quorum our Village attorney said was necessary, claiming that the October 26, 2011 motion that changed the quorum percentage from 51% to 40% had never been recorded or certified with Cameron County. The Village attorney then agreed that if that was the case it would have to be 51%. That was the last we heard about it.
So why is this a big deal?
If we find out that now the quorum necessary for an owner’s meeting is 51%, then our Village attorney has inadvertently confirmed that our Association’s Annual Meetings since 2012 were invalid if the quorum had not been 51% because any percentage under that meant that they did not have the required quorum of owners to elect the new Directors. That should also mean that all business where these invalidated Directors voted upon is invalid.
If we're told the quorum necessary stays at 40%, then our Village attorney inadvertently confirms that since March 3, 2012 our Board is allowed to not follow our Village Bylaws.
PICK YOUR POISON
Bylaw Article II Section 4 clearly says a “Quorum. Unless otherwise provided in these March 2005 Restated Bylaws, the presence in person or by proxy of a majority of the Unit Owners' total votes shall constitute a quorum. The term "majority" of the Unit Owners total votes shall mean Unit Owners holding fifty-one (51 %) percent of the votes.”
To amend the above Bylaw Article X says that subject to the provisions of ARTICLE XVI, SECTION 5, hereof, these Bylaws may be altered, amended or added to at any duly called meeting of the Unit Owners, provided:
(1) Notice of the meeting shall contain a statement of the proposed amendment.
On October 26, 2011 this apparently did not happen. Nowhere in the Minutes does it indicate that this meeting had contained a statement of this proposed amendment. In fact the Minutes show that this amendment was brought up and approved following an Executive session guised for Legal Issues Update and Personnel.
(3) If the amendment has not been approved by the unanimous vote of the Board of Directors, then the amendment shall be approved by the affirmative vote of the Voting Members casting not less than three-fourths (3/ 4ths) of the total votes of the Unit Owners.
This never happened. The owners were never given an opportunity to ratify the amendment.
(4) Said amendment shall be recorded and certified as required by law.
Pat Burke implied this never happened.
If it even ends up that only one of these three amendment procedures above were not accomplished, shouldn't it still make amendment change invalid? So which will it be, are we a Village of laws and immediately correct this apparent issue of invalid Directors passing nearly fours years of apparent invalid legislation or will this be a Village that will now allow as few as 5 owners instead of 768 to change Association law just because they are Directors? We will see.
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