State laws and the governing documents for homeowners associations typically mandate that the association hold annual membership meetings for various purposes which include the election of directors for the next year. The specifics for conducting the HOA annual meetings of its members are left to the association and are provided for in the association’s bylaws.
State laws also contain provisions to address what happens if an association fails or refuses to hold an annual membership meeting as required. Those laws allow for the association’s existing directors and/or members to seek a court order directing that the required membership meeting and election of directors be held.
The election of new directors at HOA annual meetings necessitates having a “quorum” of members at the membership meeting and the association’s governing documents will specify the number of members that must be present at a meeting for a quorum to exist. If a quorum of members is not achieved, association business, including the election of directors, cannot be continued and the meeting must be adjourned and continued to another date when a quorum of members is present. If the requisite quorum cannot be achieved at a future meeting, state laws allow for petitioning the court having jurisdiction over the association for an order reducing the number of members that is required to establish a quorum.
When an association fails to conduct a required membership meeting and does not elect new board members, the last elected board continues to manage the association until such time as a new election is held. If members of the last elected board are no longer able to serve as a director, the remaining directors are empowered to appoint a replacement director to fill the vacancy and enable the board to continue to function until the next election is held. Through this process, it is not uncommon for certain boards to continue to manage a homeowners association year after year without annual membership meetings at which new directors are elected. So long as the board has the requisite quorum of board members present at HOA annual meetings, the same board members can go on controlling the operations of the association for many years if no one seeks to compel annual meetings or a reduction in the number of association members that is required to establish a quorum at membership meetings.
Because the passage of resolutions by an association’s board of directors only necessitates a majority of a quorum of directors, and a quorum is generally a majority of the directors required by an association’s governing documents, and most associations typically require a three, five or seven person board, the actual number of people that end up making all of the decisions for the association can be as few as two or three directors. Associations can end up being dominated by the decision making of a few volunteer directors who remain on the board of directors year after year.