Court Issues Summary Order to Thwart Existing Directors’ Efforts to Avoid Election of New Directors

This case involved a dispute between a condominium owner (“Owner”) and his condominium homeowners association (“Association”) over the failure of Association to conduct an annual meeting for the election of new directors. In a summary proceeding brought by Owner, the trial court ordered Association to hold a meeting for the purpose of counting ballots that had been cast for an earlier scheduled homeowner meeting and election that did not take place, and which was improperly adjourned based on the purported absence of a quorum.

During the period from 2009 to 2021, Association repeatedly failed to hold annual elections and Association’s three-person board was controlled by a person who owned 18 units, and his son. An annual membership meeting was supposed to take place in November or December of 2020 for the election of a new director to fill one of the three seats on the board. In advance of the anticipated meeting, Association retained a third-party to serve as the inspector of elections (“Inspector”). Inspector sent out a notice of the annual homeowners meeting and director election, along with an agenda and written ballots for the election. In anticipation of not achieving a quorum of the owners at the membership meeting, the notice sent by Inspector was for both an annual meeting to be held on January 20, 2021, and an “adjourned meeting” to be held on January 25, 2021.

Association’s management instructed Inspector not to attend the regular annual meeting that was scheduled for January 20, 2021, and to only attend the adjourned meeting that was scheduled for January 25, 2021. As a result, when the regular meeting convened virtually on January 20, 2021, there was no inspector of elections. Association’s property manager presided over the meeting and informed the members in attendance that Inspector was not in attendance “to save us money.” The manager did not take roll to note who was present, did not count the members present online or by telephone, and did not determine the number of units that were represented at the meeting. Instead, the manager mistakenly declared that a quorum had not been achieved because only 166 ballots had been received in advance of the meeting and 188 votes were needed to establish a quorum. In determining that there was not a quorum in attendance, the manager failed to: