What is the Board's Organizational Meeting?

Every year the HOA is to hold an Annual Meeting of Voting Members. At this Meeting either three or four directors are elected by the Voting Members. (This assumes, of course, that there are enough legitimate, duly-elected Voting Members to muster a quorum* for their Annual Meeting.)

After the Directors have been elected, the Board of Directors holds its annual meeting. The new Directors are seated immediately (contrary to an announcement made by a previous Treasurer that new directors are seated in January).

Once the current Directors are seated, the Board should elect its officers for the next 12 months. That election of officers is called the Organizational Meeting. 

The By-Laws state when the Organizational Meeting is to be held. Art. III, §8 reads, "

"Section 8. Organizational Meetings. The first meeting of the Board of Directors following each annual meeting of the membership shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Board."

There is some disagreement on the Board about when the Organizational Meeting is to be held. For at least the past two years, the Boards have not held the Organizational Meeting in public at the monthly board meeting, in spite of the language in Section 8.

The annual meeting of the membership is the Annual Meeting of Voting Members, often held at 5:30PM on the same night as the monthly Regular Meeting of the Board (the November Board meeting being the annual meeting of the Board).

The Regular Board Meeting starts at 6:30PM.

Thus, the 6:30PM Board Meeting is "The first meeting of the Board of Directors following each annual meeting of the membership..."

This is within ten days of the "meeting of the membership" (the Annual Meeting of Voting Members) and just happens to be on the same day, due to the scheduling by the Board. What is so hard about understanding that?

In the interest of transparency, the election of officers should be conducted in the public, open, monthly Board Meeting, not in a secret, private, closed meeting, especially when no Minutes of such meetings are published.

* A quorum for the Annual Meeting of Voting Members is not a majority of 28 Voting Members. There is a specific requirement for determining a quorum. See the By-Laws, Art. II,  §11.

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