Annual Meeting: Can We Conduct Business?

By Lanier Coulter, Esq.

Published December 3, 2012

 

The association is required to call an annual meeting pursuant to Georgia law and this meeting can be a great time to get members together, review community financials and conduct an election.  Of course, in order to have an "official" meeting (i.e. a meeting during which association business may be conducted) the association must reach quorum.  The purpose of this blog is to touch on a few items regarding quorum and proxies for community associations.

  • Make sure you know your community's quorum requirements.

  • In addition, understand who counts toward quorum (for example, know whether delinquent members' rights are automatically suspended or if there is a notice requirement first).

  • Make sure your documents are either silent regarding the use of proxies or expressly permit the use of proxies.

  • Make sure the default proxy holder on the proxy sent to the members, usually an officer such as the Secretary or President is designated as the default proxy holder, will be present at the annual meeting. Yes, at least once a year we receive a phone call once the Board of Directors realizes that the default proxy holder is going to be out of town.

  • Inform members of the right to submit a proxy for quorum purposes only so you can conduct business if you are having trouble collecting enough proxies.

  • If you use a directed proxy (i.e. a proxy that directs the holder to vote a specific way on some issues) make sure it expressly permits the proxy holder to vote on any other matters at the meeting where no direction is provided and any adjournments of the meeting.

  • Be sure to inform members that they can return the proxy via fax, via e-mail (scanned), via mail, or via hand delivery before the call of the meeting to order.

  • You can -- and if you have a history of failing to obtain a quorum you should -- actively go around and collect proxies prior to the meeting.

  • To the extent your governing documents are silent on items like quorum and proxies, the Georgia Non-Profit Corporation Code will address both these issues. 

Please note that the failure to obtain quorum and conduct the annual meeting does not prohibit the Board of Directors or the Association from proceeding to conduct business.  These are just some particular items to note as you work to obtain quorum and proxies for this year's annual meeting.


 
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G. Lanier Coulter, Jr. - owner/founder of the firm. He is a 1998 graduate of Oglethorpe University and a 2001 graduate of Emory University School of Law, where he was the recipient

of the Attorneys' Title Guaranty Fund Award.  

 

Lanier is a member of the state Bar of Georgia and the DeKalb County Bar Association.  He is the author of "Don't Wait Until it's Too Late, Statutes of Limitation and How They Can Affect Your Association's Rights" which appeared in Georgia Commons, a Publication of Community Associations Institute of Georgia, Inc.  

 

Lanier practices primarily in the area of community association law.  Lanier assists associations in interpretation and enforcement of their governing documents (covenant enforcement and collection of assessments) and in the negotiation, financing and execution of major renovation and rehabilitation projects.  He is an instructor of continuing education courses for community association managers and attorneys, including, "Dealing With Difficult People," "Problem Solving for Planned Communities," and "Condominium Law." 

 

Currently Lanier serves as a member of the Amicus Committee the Community Association Institute and a member of the Legislative Action Committee for the Georgia for Chapter of the Community Association Institute.  He was the recipient of the 2011 Rising Star Award in the CAI-Georgia Chapter.

Contact Lanier at: glc@coulterlawfirm.net