Q&A: Violating Own Bylaws?

Q According to the bylaws, our condo association is supposed to hold the annual  meeting within the first thirty (30) days of each fiscal year. This meeting was  rescheduled due to weather but a quorum was not achieved. When questioned if  the annual meeting was rescheduled I was told no it was not. The reason given  was the board decided not to put out the extra expense for additional mailings  so not everyone was aware that the meeting occurred. Therefore I believe that  this board is in violation of the bylaws. Also the president has been serving  as both president and treasurer, which I know is a direct violation of the  bylaws. What can we do to change this?  

 —Questioning in Asbury Park

A “It is important for you to determine first if your suspicion that the board has  acted outside of the governing documents is correct,” advises attorney Samuel J. McNulty of the law firm of Hueston McNulty, P.C in  Florham Park. “Able, experienced legal counsel is necessary. Once the issues are defined, you as a member of the association do have several  alternative courses of action that you can take to require the board to comply  with the master deed and bylaws.  

 “In New Jersey, the actions of all nonprofit corporations are governed by a  statute, The New Jersey Nonprofit Corporation Act, N.J.S.A. 15A:1-1 et seq. Its provisions will apply unless there is some different procedure set forth in  the nonprofit corporation’s articles of incorporation, master deed or bylaws. You stated that the board  called a members’ meeting in January. I assume that proper notice was sent to all members of this meeting. The question you raised is whether it was appropriate for the board to have  failed to send out additional notice to the members when the January members  meeting failed to achieve the required quorum of members. Many condominium  association bylaws contain provisions stating that if quorum cannot be achieved  at the members meeting when called, that the meeting may be adjourned to a  meeting to be held generally no sooner than 30 days after the first meeting.  

 “The association does not have to incur the expense of sending out notices for  the adjourned meeting if the date and time of the adjourned meeting are  announced at the first members’ meeting where quorum failed. This procedure applies in New Jersey by virtue of the Nonprofit Corporation Act  even if there is no provisions for it in the governing documents based upon  N.J.S.A. 15A:5-4(b). If your board failed to make the announcement of the adjourned members meeting  date and time at the first meeting however, it would follow that they would be  required to re-notice the adjourned meeting in order for it to be valid.  

 “It is also clear that the board cannot rely upon an invalid members meeting to  comply with their obligation to hold an election and to hold an annual meeting.  The January meeting did not achieve a quorum. It is not a valid annual meeting  and no election or other action can be deemed to have been validly taken at  that meeting. As a member of the association you certainly have cause to seek  compliance with the governing documents by your board so that the association’s actions are valid. There are many sections of the N.J. Nonprofit Corporation  Act which apply to give you the right not only to object but to commence an  action in the Superior Court. See N.J.S.A. 15A:5-2; 15A:5-23.  

 “Under the facts presented, I would expect your attorney to communicate with the  association and seek to have the issue understood. Many times a firm but  cordial presentation of the issues is a successful method of resolving the  issue without undue conflict and expense. If this professional outreach is unsuccessful, you have several other  alternatives. First, you could seek to gather the number of signatures of  members required under your documents to hold a special meeting of the members.  Under most association documents a special meeting of the members will be  required to be called by the board secretary if a certain number of members  sign a petition requesting that one be called. Your attorney can assist you in  setting the proposed agenda for this meeting which must appear on the petition.  

Read More...

Related Articles

Q&A: A Marriage of Convenience?

Q&A: A Marriage of Convenience?

Q&A: Voting on a Smoking Ban?

Q&A: Voting on a Smoking Ban?

Q&A: Rules for Quorum

 

Comments

  • Our bylaws state members must be registered &paid dues by Sept. Our president allowed friends to join & vote in Dec . He still only one by four votes. The bylaws weren't available for members until Feb and secretary (his former wife and mother of vice presudent6 said "that was last year and this is a new year so Jack is still president" What can be done and will we lose our non profit standing?That year passed and he said executive board has allowed another year!