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Any WA based HOAs that have re-written their governing docs regarding quorum of annual meeting?

Started by MichaelG1812 replies • 2160 views

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MichaelG18 (Washington)
Posts: 9
Posted:
The subject sort of says it all. I'm looking for other Washington State HOAs that have re-written their governing documents to removethe quorum requirement for annual meeting of the association. I recall a thread here that I read a few days back where this was mentioned in one of the responses as a generally good idea to think about. We suffer from the same lack of homeowner involvement that many others do. I am interested in hearing from any HOA in WA that has taken this route.

thanks!
TimB4 (Tennessee)
Posts: 21,059
Posted:
Michael,

You need to check all your associations governing documents to identify all the places a quorum requirement is mentioned. This will tell you how many documents will need to be amended.

Next you need to check your State HOA/COA laws and State Corporate laws to identify what quorum requirements must be complied with by law. This will provided you with the minimum requirement you may reduce the quorum to. Note: some laws defer to the governing documents and only specify numbers if those governing documents are silent.

MichaelG18 (Washington)
Posts: 9
Posted:
Yep, I know which parts of what documents need to be revised. I'm mostly interested in talking with someone from WA who has actually done this, to see what pitfalls they encountered.

I know that WA State Law yields to governing documents, but if silent then stipulates quorum for any "meeting of the association" (not BOD meetings).

From our Bylaws, here is the section that deals with annual meetings, and is causing some churn. According to the letter of the law, we would be required to attempt over and over and over to actually hold a meeting that we may not be able to get enough people at to consider it valid.

2.7. Adjournment of Meetings
If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members present at such meeting, either in person or by alternate, may adjourn the meeting to a time not less than Five (5) nor more than Thirty (30) days from the time the original meeting is called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the meeting shall be given to Members in the manner prescribed for regular meetings.

Since there is nothing in our governing documents that lets of off the hook, it seems wise to go about changing the governing documents, if we continually have trouble getting enough homeowners to attend or send a proxy.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Michael

Not from WA but our HOA docs called for 75% as a qourum and we went through the effort to change it to 66%. Yes we had to get 75% to agree to change it to 66%. Our campaign was that 66% was still enough to protect all. It passed but it took a lot of work which included going door to door to explain it and get their proxies.

Also our docs said about what yours say but the operative word in yours might be MAY reschedule the Annual Meeting. It does not say MUST reschedule. This wording (May/Must) is often a bone of contention to those unable to get what they want at an Annual Meeting.

When one can not muster a majority, this means they are in the minority. Not to sound overly simple, but many say this is because people are apathetic. It can also mean they are happy with the way it is and do not want change.

Your question/method to do so, is not limited to WA only.

JeanI (Louisiana)
Posts: 112
Posted:
A 66% quorum is way too high. We started at 25% and than went to 50% ( with a bylaw change) and discovered that was too high and reverted to 33 1/3% and now find that too high and it is a struggle every annual meeting to achieve that quorum. We have different quorum requirements for members meeting ( 33 1/3% and directors meeting (50%) Members for the most part aaren't interested in the affairs of the community unless the Boaard is seeking to raise the dues or there is controversy over some issue. Otherwise they let the Board do it's thing and consequently need to be begged to come to the annual meeting. JI
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Jean

While I understand how frustrating it can be when people do not participate, anytime a quorum required goes below 50% it opens the door to the minority controlling the majority. Something I could never agree with.

MikeB10 (Maryland)
Posts: 5
Posted:
What size associations is everyone talking about here with these 75%, 50%, even 33% quorum requirements? Ours is set at 10%, and has been since the HOA was incorporated in the mid-70s. But we have a 1500+ membership, and unless someone walks in with a fistful of proxies we seldom come within a hundred of achieving a quorum.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Mike

If we are talking about the same thing, your docs (CC&R's, Bylaws) can be changed for all 1500 homeowners by 150 (10%) of the homeowners agreeing to do so.

What is wrong about this?

MikeB10 (Maryland)
Posts: 5
Posted:
Quote:
Posted By JohnC46 on 04/13/2012 3:57 PM
Mike

If we are talking about the same thing, your docs (CC&R's, Bylaws) can be changed for all 1500 homeowners by 150 (10%) of the homeowners agreeing to do so.

What is wrong about this?


I didn't say there was anything "wrong" with it. I'm aware certain docs can be changed with a majority vote of a quorum. We've done it several times over the years. We do have varying thresholds, though. Some things require a certain percentage majority of the entire membership and not just a majority of a quorum of the members. In other words, we may need a 2/3 majority vote of the entire membership to effect certain changes.

What I'm asking is what size are the associations that have established 50% and 75% thresholds for a quorum. That would be 750 to 1100 people for us. We'd have to hold our meetings in the minor league baseball stadium down the road. It just seems unreasonably high from my perspective and I'm trying to get a feel for the size association that might set such a high bar.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Mike

My last HOA was 750 standalone homes. This association made the change from 75% to 66% but still had to get the 75% to agree to the change to 66%. We probably never had more then 150 at any annual meeting but we did have over 562 votes with probably about 500 them proxies that were collected over a 3 month period.

My present HOA is 113 standalone homes and we need 75% (85) to vote yes to change our CC&R's and/or Bylaws.

Size or not, I would be very nervous when a minority (less then 50%) can make changes.

MichaelG18 (Washington)
Posts: 9
Posted:
Quote:
Posted By JohnC46 on 04/14/2012 5:11 AM
Mike

My last HOA was 750 standalone homes. This association made the change from 75% to 66% but still had to get the 75% to agree to the change to 66%. We probably never had more then 150 at any annual meeting but we did have over 562 votes with probably about 500 them proxies that were collected over a 3 month period.

My present HOA is 113 standalone homes and we need 75% (85) to vote yes to change our CC&R's and/or Bylaws.

Size or not, I would be very nervous when a minority (less then 50%) can make changes.


Our HOA is 300 homes, and our "sister" HOA who we are considering merging with is almost the same size. Both have virtually the same governing docs, because we were planned as one big HOA until the developer got in financial trouble and sold off the 2nd half and created a seperate HOA with a "cost sharing agreement" between the two.

Anyway, apathy and all the usual cast of characters has plagued this association for years. We just had our annual meeting last night, and .. surprise surprise... failed to reach a quorum. We had about 10% there.
TravisD (Washington)
Posts: 1
Posted:
Hi MichaelG18

Our HOA is in Washington, Snohomish County and it's interesting to see the how the economy to scale works. Our HOA is 37 homes and normally we get 8 to 10 owners to show up in person and of those 7 are members of board and then a few other owners. Our Quorum requirements as outlined in our Bylaws are 20% to constitute a quorum. That translates to only needing 8 owners to show up in order to move forward. I think this is the heart of your question only we didn’t change our quorum number it was set from the beginning. Additionally our bylaws state that they can be amended by a regular or special meeting and with a two-thirds vote (either in person or proxy). It seems like your HOA will need to drive to get proxy votes to make any changes.
SusanW1 (Michigan)
Posts: 5,202
Posted:
Our HOA bylaws allow the business of the annual meeting to take place EXCEPT if there is a motion or vote that does require a high threshold or quorum. So we can hear all the reports, pass benign motions and approve the financial report, all done with whomever is there. And, yes, we can hold the elections. So boards have been elected with as little as 30 people there (out of 250 possible votes)

If there is a change in the dues, which the amount is stated in our bylaws, then that vote could not be taken if there was a lack of quorum.

Seems crazy, but that's the only way we could get things done.

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