Annual Meeting &
Election Guide

The Bylaws say the annual meeting is held on the same day of the same month each year, at 7:30 p.m. If that day is a legal holiday, it moves to the next day that is not a legal holiday, at the same time.

The supplied Bylaws do not fill in a specific recurring calendar date. They allow member and director meetings at locations designated by the Board within Cole County, Missouri.

Clarification needed: What is the confirmed date, time, and location? What record establishes the recurring date, and what authorizes a different date or time if one is used?

Source: Bylaws Article I; Article III, Section 1.

The Bylaws require written notice mailed at least 15 days before the meeting to each member entitled to vote, using the address in the Association’s records or one supplied for notices. The notice must state the place, day, and hour. A special-meeting notice must also state its purpose.

Missouri nonprofit law requires fair and reasonable notice consistent with the Bylaws. A website or Facebook announcement can help publicize the meeting, but should not simply be assumed to replace the mailing requirement.

Clarification needed: When was notice mailed, to whom, and what agenda or voting matters were included? Does the Association rely on any valid amendment, waiver, or other authority for a different notice method?

Sources: Bylaws Article III, Section 3; RSMo 355.251.

Quorum is the minimum voting power that must be represented to conduct business requiring it. The Bylaws’ general threshold is one-fifth, or 20% of the votes, represented by members present or their proxies. Another provision may establish a different threshold for a particular action.

The Bylaws allow those present to adjourn and reconvene until quorum is represented. The applicable notice and record-date requirements also need to be considered when reconvening.

Count voting power rather than just chairs in the room. For example, if verified eligible voting power totals 100 votes, the general quorum is 20 votes. That is an illustration, not Charleston Place’s confirmed count.

Clarification needed: What is the current total eligible voting power, the quorum number, and the number represented in person and by valid proxy?

Sources: Bylaws Article III, Section 4; RSMo 355.281. Budget ratification and certain assessment votes have separate provisions discussed below.

Do not assume that having general quorum allows every unannounced proposal to be voted on. Missouri law says that unless at least one-third of voting power is present in person or by proxy, annual or regular meeting votes are limited to matters described in the meeting notice.

Other notice or approval requirements may still apply even when one-third is represented. Discussion of an issue and taking a binding vote on it are different steps.

Clarification needed: Which matters are scheduled for a vote, what notice was given, and what voting threshold applies to each?

Source: RSMo 355.281, subsection 4; applicable Declaration and Bylaw provisions for the particular action.

The original Declaration gives each member other than the Developer one vote per lot owned. It gives the Developer ten votes per lot owned.

A person owning two qualifying ordinary lots would have two votes. Two people owning one lot together collectively exercise that lot’s single vote; they do not each receive a separate vote.

The current voting roster must identify which parcels qualify as lots under the governing documents and who owns them. The Bylaws also address numbered-and-lettered townhouse parcels in their definition of “Lot.”

Clarification needed: What lots are included in this Association’s voting roster, how are townhouse lots treated, and what ownership records support each voting allocation?

Sources: Declaration Article IV, Sections 1–2; Bylaws Article II, Sections 4–6.

The original Declaration distinguishes ordinary owners from the Developer through different vote weights. Its owner-amendment provision also refers to “each class of members.”

The reviewed Declaration does not expressly label those groups “Class A” and “Class B” or explain a class-conversion date. We should not invent class names, assume a conversion occurred, or treat all votes as one combined pool for every action.

Different vote weights and separate class approval are related issues, but they are not identical. The Association needs to identify any class definitions in its Articles, valid amendments, or other controlling provisions and explain when separate class votes are required.

Clarification needed: What classes currently exist? Where are they defined? Who belongs to each, what is each class’s total voting power, and which decisions require separate approval by class?

Sources: Declaration Article IV, Section 2; Article XIII, Section 1. Current Articles of Incorporation and any later valid amendments require confirmation.

Voting rights and the right to appoint directors are different powers. The Declaration’s ten-vote provision is based on Developer ownership of lots. Its initial Board-designation provision lasts until the initial terms specified in the Articles expire.

Therefore, ten votes per qualifying Developer-owned lot do not, by themselves, answer whether initial Board appointment authority continues. Conversely, the end of initial appointment authority does not by itself establish that the ten-vote provision has ended.

Clarification needed: Which lots does the qualifying Developer currently own? Who may vote for that entity? If continuing Developer appointment authority is claimed, what Articles provision, term dates, and supporting records establish it?

Sources: Declaration Article IV, Sections 1–2; Article XII, Section 1(B); Bylaws Article IV, Section 1.

Yes. The Bylaws allow voting in person or by proxy. A proxy authorizes someone to act for you; it is not automatically the same thing as an absentee ballot.

Proxies must be in writing and filed with the secretary. They are revocable and automatically cease when the member conveys the lot. Missouri law also addresses signed appointments, receipt, duration, and revocation—including revocation by attending and voting in person or delivering a revocation or later appointment.

Read the form carefully so you understand who will vote, what authority you give, and any instructions or limits.

Clarification needed: Where is the form? Who receives it, what submission procedure is used, and how will validity, revocations, and duplicate voting be checked?

Sources: Bylaws Article III, Section 5; RSMo 355.291.

The reviewed documents contain provisions concerning violations, assessments, and suspension of certain rights. Those provisions must be read carefully: a heading or a statement about common-property use is not enough by itself to establish the authority for a particular voting restriction.

This guide does not assume any owner is disqualified. If voting eligibility is challenged, the Association should identify the actual operative provision, the facts relied on, and the process followed.

Clarification needed: Will any owner be excluded from voting or the quorum calculation? If so, under what specific governing provision and procedure, and how can the owner challenge the decision?

Sources for review: Declaration Articles IV and XI; current Articles, Bylaws, and applicable law.

The Bylaws specify a three-person Board. Each director serves a one-year term and until a successor is elected and qualified, except during Developer control.

Under that annual-term structure, positions whose one-year terms are expiring should be addressed in the election. The supplied Bylaws do not establish staggered multi-year terms. We still need current election and appointment records, the Articles, and any valid later amendments to confirm exactly which seats are due this year.

A director remaining until a successor qualifies is a continuity provision. It is not an express grant of a new multi-year term.

Clarification needed: Who are the three directors? When did each term begin and when does it expire? If fewer than three seats are offered, what provision and records support that arrangement?

Source: Bylaws Article IV, Section 1.

The Bylaws say that when a director dies, resigns, or is removed, the remaining directors select a replacement who serves the unexpired term of the predecessor.

For example, filling a vacancy shortly before the predecessor’s term ends does not, under that language, automatically create a fresh one-year term beginning on the appointment date.

Clarification needed: Which directors were appointed, whom did they replace, and what was the expiration date of each predecessor’s term?

Source: Bylaws Article IV, Section 2.

Yes. Nominations may be made from the floor at the annual meeting. The Nominating Committee also makes nominations, with at least as many nominees as vacancies to fill.

The committee consists of a Board member as chair and at least two Association members. The Bylaws describe appointment before each annual meeting, service from that meeting’s close until the next annual meeting’s close, and announcement at the annual meeting. Committee nominees are selected from among members.

The supplied provision does not state a detailed candidate qualification checklist. Any additional qualification claimed should be tied to current governing authority, rather than the rescinded 2024 amendment.

Clarification needed: Who is on the committee, when was it appointed, who are its nominees, and how will floor nominations and candidate eligibility be handled?

Source: Bylaws Article V, Section 1.

Yes. Article V requires secret written ballots. Members and proxies exercise the voting entitlement provided by the Declaration for each vacancy. Cumulative voting is not permitted.

In plain English, you cannot combine your votes for several vacancies and put them all toward a single vacancy or candidate through cumulative voting. The ballot format should clearly explain how many candidates may be selected and how the member’s voting weight is applied.

Show-of-hands voting is not the election method stated in this provision. Any proposed different method should be explained by reference to valid governing authority.

Clarification needed: What ballot format will be used? How will ownership, proxy authority, and vote weight be verified while preserving ballot secrecy?

Source: Bylaws Article V, Section 2; Declaration Article IV, Section 2.

Article V says the persons receiving the largest number of votes are elected. Article IV separately describes directors as elected by a majority of owners. Those phrases should be explained together before ballots are cast; this guide does not silently choose one and disregard the other.

The supplied election section does not prescribe a detailed counting team, tie-breaking method, recount procedure, or ballot-retention period.

Clarification needed: How will the Association reconcile the majority and largest-number wording? Who counts and verifies votes, how are ties or disputed ballots resolved, and how will totals and records be made available?

Sources: Bylaws Article IV, Section 1; Article V, Section 2; Article VIII, Section 8(c).

The Bylaws provide for homeowners to elect directors and the Board to elect officers. The Board’s annual meeting is held immediately after the members’ annual meeting, at the same place, to elect officers and conduct other Board business.

The president and vice-president must be directors. The listed officers also include a secretary and treasurer; those two positions may be held by one person. The Bylaws do not expressly require the secretary and treasurer to be directors. Other combinations of the ordinary offices are restricted.

Officers are elected annually by the Board for one-year terms, subject to earlier resignation, removal, or disqualification. An officer title by itself does not create an extra director seat or Board vote.

Clarification needed: Which officers are also directors? Will the officer election occur immediately afterward and be recorded in separate Board minutes?

Sources: Bylaws Article VI, Section 1; Article VIII, Sections 1–7.

• President: Presides at Board meetings, sees that Board orders and resolutions are carried out, and performs the signing duties listed in the Bylaws.
• Vice-president: Acts in the president’s place when the president is absent, unable, or refuses to act, and performs Board-assigned duties.
• Secretary: Records votes and minutes, serves meeting notices, maintains member/address records, and performs other listed duties.
• Treasurer: Receives and deposits funds, disburses funds as directed by Board resolution, keeps accounts, arranges the annual audit, and prepares the annual budget and income/expenditure statement.

The Board supervises officers, agents, and employees. The president’s role in carrying out resolutions should not be confused with unrestricted authority to make every Board decision alone.

Sources: Bylaws Article VII, Section 2(b); Article VIII, Section 8.

The Bylaws provide for monthly regular Board meetings. A majority of the three directors—normally two directors—constitutes Board quorum. Decisions require a majority of directors present at a duly held meeting with quorum.

For action without a meeting, the Bylaws require written approval of all directors. Special Board meetings may be called by the president or any two directors with at least three days’ notice to each director.

These provisions do not themselves state that every Board meeting must be open to all homeowners. Any attendance, comment, or additional notice policy should be identified separately.

Clarification needed: What is the regular Board meeting schedule, how are resolutions recorded, and what homeowner attendance or comment procedures apply?

Sources: Bylaws Article IV, Section 4; Article VI, Sections 2–4.

The Declaration requires an Architectural Control Committee of three or more representatives appointed by the Board. The Bylaws also require an ACC and a Nominating Committee.

The ACC handles the architectural-review functions assigned by the Declaration. The supplied provision does not say that every ACC representative must be a director. Serving on the ACC does not automatically make someone an elected director or officer.

Clarification needed: Who currently serves on the ACC, when were they appointed, and what procedures govern submissions, decisions, and written approvals?

Sources: Declaration Article VII, Section 2; Bylaws Article IX.

The Board must keep a complete record of its acts and corporate affairs and present a statement to members at the annual meeting.

The treasurer must prepare an annual budget and statement of income and expenditures, present them at the regular annual meeting, and deliver a copy of each to members. The Bylaws also require an annual audit by a public accountant at the completion of each fiscal year.

The Declaration separately refers to an independent public-accountant external review among Association powers. The Association should explain what work was performed and how it satisfies the Bylaws’ audit language.

Clarification needed: Will reports and copies be available? What is the fiscal year, who performed the audit, when was it completed, and where can members inspect the report?

Sources: Bylaws Article VII, Section 2(a); Article VIII, Section 8(d); Article XIV, Section 1; Declaration Article III, Section 2(E).

The Bylaws describe a ratification process. Within 30 days after adopting the proposed budget, the Board supplies the required summary or copy and sets a meeting of affected owners 14–30 days after mailing the summary.

Unless a majority of affected owners rejects the budget at that meeting, it is ratified whether or not quorum is present. If rejected, the last ratified budget continues until a subsequent budget is ratified.

This is a specific budget provision. It does not eliminate quorum or ballot requirements for director elections, covenant amendments, or unrelated votes.

The Bylaws refer to Subdivision and Townhouse Budgets. The 1998 amendment creates a separate Townhouse Association, so the current handling of those older budget provisions needs explanation.

Clarification needed: When was the proposed budget adopted, when was the summary mailed, when is ratification scheduled, and which Association and owners are responsible for each budget?

Sources: Bylaws Article XI, Section 1; 1998 amendment, Amendment 7.

No. They are separate questions. A budget describes planned income and spending. Assessment provisions govern the charges imposed on owners and any required approval.

The 1996 amendment replaces the original annual-assessment language and refers to Board increases of no more than $10 above the previous maximum. It also retains wording referring to owner approval for increases above 10%. That wording needs to be reconciled before a specific increase is described as authorized.

For member action under Declaration Article VI, Sections 3 and 4, Section 5 provides 30–60 days’ notice and an initial quorum of a majority of all votes, with its own rules for subsequent meetings. Certain capital-improvement special assessments also require a member vote. The general 15-day notice and 20% quorum should not automatically be applied to these actions.

The Bylaws contain additional deficit-assessment provisions, but say the Declaration controls in a conflict.

Clarification needed: What assessment change is proposed, what provision authorizes it, how was the current maximum calculated, and what notice, quorum, and approval threshold will be used?

Sources: 1996 amendment, Amendments III–IV; Declaration Article VI, Sections 3–5; Bylaws Article XI; Article XIII, Section 2.

The owner-amendment process in the Declaration requires the affirmative vote of members casting a majority of the total votes of each class of members. That is different from a majority of people attending or a majority of votes cast at a lightly attended meeting.

The amendment is not effective until certified by the Board and recorded with the Cole County Recorder. Additional consent requirements protect voting rights, first-deed-of-trust interests, and Developer rights.

A meeting discussion, survey, or informal show of support is not by itself a completed recorded amendment.

Clarification needed: What classes and totals will be used? What text is proposed, which consents are required, and how will certification and recording be handled?

Source: Declaration Article XIII, Section 1. The Declaration also contains a separate Developer amendment provision; its application is a distinct question.

No. Each must be tied to the authority and procedure for that type of action. The Bylaws’ member-amendment section describes amendment at a regular or special member meeting by a majority of a quorum present in person or by proxy. Elsewhere, the Bylaws list adopting and amending Bylaws and rules among Association powers.

Those provisions must be read together with the Articles and applicable law before assuming either that the Board has unlimited amendment power or that it can never amend a Bylaw. The Declaration authorizes reasonable rules relating to the possession, use, and enjoyment of the project.

The supplied Bylaws say the Articles control over conflicting Bylaws and the Declaration controls over conflicting Bylaws. A proposed new restriction should be identified as a covenant amendment, Bylaw amendment, or Board rule, with its actual authority explained.

Clarification needed: What type of change is proposed, who has authority to adopt it, what notice and vote are required, and where will the adopted text and approval records be available?

Sources: Bylaws Article VII, Section 1(a); Article XIII, Sections 1–2; Declaration Article III, Section 2(A); Article IX, Section 4.

The Bylaws provide for member inspection of Association books, records, and papers during reasonable business hours. They also provide access to the Declaration, Articles, and Bylaws at the principal office, with copies available at reasonable cost.

The secretary must record votes and keep minutes. Missouri nonprofit records law supplies additional procedures and limits that should be considered for a particular request, including requests involving personal or confidential information.

Clarification needed: Who handles requests, what is the current inspection location and procedure, and how can members obtain relevant election, appointment, financial, and meeting records?

Sources: Bylaws Article X; Article VIII, Section 8(c); Missouri nonprofit records provisions, including RSMo 355.821 and 355.826.