—Questioning in Asbury ParkA “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.