Q&A: Postponing the Annual Meeting

Q&A: Postponing the Annual Meeting
Q Our annual meeting keeps getting rescheduled for unknown reasons. It's now seven  months overdue. What can we do as residents? We want to be up to date with the  events and expenses of the community as well as hold our annual election. Can  you offer any advice?  

 —Concerned in Clifton  

A “Annual meetings of the membership of a community association are normally  supposed to be held on a regular basis, which is usually once per year. It is not uncommon, however, because of scheduling or other issues for the  annual meeting to be pushed back once or even on multiple occasions,” says attorney Loren Rosenberg Lightman, Esq., of Lomurro, Davison, Eastman & Munoz, P.A., in Freehold.  

 “That being said, it is important that the annual meeting be held at a date not  too far from the originally scheduled date so that association business can be  conducted, including the all-important election of members to the association’s Board of Trustees. The association’s documents, most prevalently in the bylaws, set forth the method and manner of  calling meetings of unit owners. In fact, such a provision is required to be contained in the bylaws by both the  Planned Real Estate Development Full Disclosure Act, at N.J.S.A. 45:22A-46(b),  and by the New Jersey Condominium Act, at N.J.S.A. 46:8B-13(b). The presence of such language in an association’s bylaws does not always translate to the convening of the annual meeting as  required. In fact, sometimes an annual meeting is postponed for so long that it runs into  the schedule for the subsequent meeting, resulting in expired terms for  multiple, if not all, board members at the same time.  

 “The association’s bylaws should contain a provision for the calling of a special membership  meeting, which may require the presentation of a petition reflecting a certain  given percentage of those unit owners eligible to vote at the annual meeting. The Board of Trustees usually has a certain period of time in which to respond  to the petition, and the special meeting must be scheduled, assuming that all  the requirements have been met, within a given period of time after the  petition’s presentation. The purpose of the special meeting can include such business as the annual  election of the Board of Trustees. Members of the association could also seek a court order to force a special  meeting, upon the application of ten percent (10%) of the members entitled to  vote.  

 “If the Board of Trustees does not respond to either member requests to hold the  annual meeting or a petition requesting a special meeting, then the New Jersey  Nonprofit Corporation Act provides an additional remedy. That law provides, in N.J.S.A. 15A:15-2, that if the Certificate of  Incorporation or bylaws or other applicable law provides that some or all of  the trustees are to be elected by the members of the association, then either  of those documents may provide that a meeting of the members shall be held at  least once every two years. If no such provision is set forth, then the meeting to elect the trustees shall  be held annually.  

 “If the annual or biennial meeting is not held on the date designated, the Board  of Trustees must schedule a meeting to be held as soon thereafter as is  convenient. If any of the following occur:  

 1. the meeting is not held within thirty (30) days after the date designated; or  

 2. no date has been designated for thirteen (13) months after the organization  of the Association or after its last annual meeting; or  

 3. there has been no biennial meeting for twenty-five (25) months, then, a  member of the association may apply to the New Jersey Superior Court requesting  that the Court order the meeting, election or both, to be held at a time and  place to be designated by the Court. The members present at that meeting in person or by proxy and having voting  powers will constitute a quorum for the transaction of business designated in  the order.  

 “Although pursuing a court order is never a first option for the transaction of  association business, it is nonetheless an alternative remedy if all other  methods of attempting to call the annual meeting are unsuccessful. A practical approach would be to therefore convey to the Board of Trustees,  perhaps through the property manager, that the membership is unhappy about the  board’s failure to hold the annual meeting and would seek all available remedies in  order to address the situation. Hopefully, such a communication will prompt the calling of an annual meeting and  negate the need to pursue the matter further.”      

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