Fourteen Years of Recorded Minutes FourQuorums

"Obviously, with no quorum for the majority of its life business has indeed been conducted"

If what you say is accurate, no business was validly conducted where such General Owners meetings could not be convened legally in the first place. How could any quorum-short elections & auditor appointments, for example, have any legal validity ? What owner approved contracts /commitments were valid ?

If I had a beef about any such buckshee pseudo decisions and this was Alice in Wonderland, I might think about asking a court to cherry pick my beef out the door. But watch how easy it is to sell that to congested courts. (Condo Owners Meeting quorums in my jurisdiction went through a period of "big numbers' in the 1970s iteration but was only 33 1/3 and now back from fairyland to a default of 25 %.)

Wasn't the 50 % Owners quorum requirement said to be useful to a notorious ( ? Scottsdale Arizona ? ) voodoo Board that went 8 years without elections ? Big quorum = not necessarily consumer protection ?

Dorothy,

I expect that your Association is incorporated. I expect that it is incorporated as a non-profit. Based on those expectations, the WASHINGTON NONPROFIT CORPORATION ACT would be applicable.

Per RCW 24.03.100 of that act [emphasis added]:

Each director shall hold office for the term for which the director is elected or appointed and until the director's successor shall have been selected and qualified.

I've seen this similar language in every States Corporation Statutes that I have researched. If you think about it, it makes sense.

If your Association does not have a quorum at the annual meeting, then the next batch of Directors may not be elected. Per your State's corporation law, cited above, each sitting Director would remain serving as a Director unless they resign. If they resign, then the remaining Directors would be allowed to appoint someone to the vacancy.

In other words, if there is no quorum, things simply continue as they have been.

My suggestion would be to amend your documents so a quorum can be achieved (say 10% of the membership). My Association has that requirement and we are always able to make quorum. The only time the quorum changes is when there is to be a vote for a special assessment, increasing assessments beyond 5% or amending the CC&Rs.

In our case, state law permits as few as 10% to constitute a quorum of members. We adopted 15% and sometimes have difficulty with achieving that percentage. This applies to only those issues that are not addressed elsewhere. Our CC&R's require a 2/3 of all voters to approve amendments and special assessments and we cannot change those requirements without an amendment.

Dorothy

Many associations run in the "business as usual" mode. In these cases owners just go about their lives and let others handle it. The same BOD year after year as no one stands for election or they are unable to obtain a quorum.

We are transitioning from Declarant to owners and in the process we are having the Declarant change a few Bylaws as he has the power to do so. One we are changing is to a 25% Quorum (from 50%) so of our 112 homes, we will need 28 for a Quorum thus 15 of the 28 could control by voting the same.

Some say not enough for a quorum is apathy. It can also be happiness with the way things are. Many happy HOA's operate this way.

A 10% quorum does not prevent others from attending.
A 10% quorum does not limit membership participation.
A 10% quorum does not necessarily allow governing documents to be changed (as they have their own requirements for #of votes)
A 10% quorum does make it easier to allow the Association to actually conduct business at the Annual meeting.

If business is conducted, at least there is a chance of voting a bad board out of office (depends on participation).
If business is conducted, at least those members who want to participate can have a voice of who sits on the Board.

Having a low quorum requirement coupled with difficult vote requirements for amending documents can be a win-win as those who want to participate have the opportunity to participate while keeping the documents the same for those unwilling to participate.

Just curious Mark,
Does Washington have a Homeowners Act or HOA specific laws? or do they refer back to contract law, non-profit law and such? (It seems where I live HOA's get away with amending CC&Rs pretty easily)

Lucky you

JohnC46,

Absolutely do realize all of what you state, Thanks. (In fact your last question was slightly insulting but considering the source I won't be offended LOL!)

my CC&Rs do not supply any "thresholds/requirements" to amend the governing documents, sooooo....then we must refer to SC Non-profit law correct?

I KNOW covenants and bylaws are very different that is what I am trying to tell them!

They think that they have an "unlimited scope of authority" to change the CC&Rs by a vote with half the neighborhood not there and excluding a member they consider not in good standing. they did not count those not there as a Nay either. From what I read in SC non profit law this cannot be done and SC non profit must be followed correct John?

p.s. by the way you giving me examples of your well drafted and properly executed documents does me no good, but maybe others will benefit by them. My CC&Rs are VERY DIFFERENT and not typical. Thus we have confusion opinions of how to proceed by a BOD that refuses to seek an opinion of the courts before claiming authority and taking actions they do not have the right to take. They(the BOD) THINK they made a legal covenant change at our meeting a few days ago, they THINK they can enforce those changes and have them be binding on everyone here, when we point out to them what they did not do they ignore and laugh at our claims.

They think they have made a legal change and are going to record it at the registry of deeds. I will check there at the Lexington County register of deeds on Monday to see if they did yet. It has not shown up on the Deeds website yet.

Part of me wants them to record it and claim we are bound by it, I can then add "slander of title" to the list of their actions. It would serve them right. They keep digging their own grave! Maybe I can get punitive damages LOL!!!

So John if my CC&Rs are not specific of how to amend then do we refer to SC NON Profit?

your the John in Lexington right? that means we are neighbors huh?

As I said before you have been lucky and that is why you have your views and I have mine, lets respect that.

I do not believe under my current circumstances I can make needed changes within my HOA, unless they are put in their place and corrected.

As you know I'm in a tiny community, banding together enough like minded people to spend $$$$$ is impossible. The "NORMAL" and reasonable people are younger and have busy schedules and younger children and honestly don't have the time or energy left at the end of the day. They don't understand all this HOA stuff (doesn't mean they should be taken advantage of).

Your right I don't revel in the type of "control" you seem to be referring to and I don't know why my opinion seems to bother you so much. (I believe I could look up some of your not so nice, sarcastic and unsupportive posts and pick them apart, but I won't stoop). Constructive criticism is different than Destructive criticism. In my opinion I have witnessed both from you.

Thanks for your opinions and advice though.

***I will be doing everything in my power to band together with other HOA members in SC to pass that HOA bill. I feel eventually it will get passed SC usually is the last to give in on change even if it is inevitable.

Emma

Is it over? Maybe not. If I see things you post that I do not agree with or believe to be generalizations/wrong, I will respond.

Based on your last post:

I do not believe under my current circumstances I can make needed changes within my HOA, unless they are put in their place and corrected.

I must ask a question based on that statement. Are you as former school teacher?

Thanks

May I add John, that you should not insinuate/generalize that all BOD are reasonable and fair people. Some are some are not.

Some volunteers while they do not get paid money, for their position it is worth it to them to be paid in other ways that makes it worth it to them (authority can go to some peoples heads--fast, I'm sure you realize that).

I realize you are on a BOD and I'm sure your fair but it does not mean you should defend them all. Some people come to this site for help and education to stop being treated unfairly by a ruthless board for no good reason. It does happen that way sometimes John.

p.s. I admit to be venting a bit, because I and another like-minded passionate homeowner (who runs his own non-profit now after his retirement from the marines) His plan was to suggest the board be removed and he would serve as president since he has much of the required and necessary business knowledge. When suddenly he had to move to another state, with him gone the rest are just lost and I can't do it alone. He was fair and probably more tactful than I, (being the yankee that I am) I would have volunteered for secretary. So I'm disappointed that didn't work out. (and the BOD is celebrating)

1- above Tim's comment that statutory continuations may extend a Director's (legitimate) Director power until next valid selection : this is exactly what our condo law also provides.

The "living dead" will apparently have the same purely internal BoD Directoral powers as during their original terms. But nothing serious better arrive above ongoing governance beyond whatever is within Board purview. No matter how good things look, eventually will arrive some biggy or fee-beefers.

One biggy is IF for example an arms-length professional auditor is by law legally selectable only by a quorumed General Owners meeting, and such outcome audit also is invalid, until such form of submission to a quorumed General Owners meeting. (some jurisdictions of course may not legislate this consumer protection).

At the very least the overholding vacuum will show up in (estoppel type) certifications & investor diligence.

2 Dorothy O (Wash) noted : ". . . We have no mandate to follow ROR. The RCW 24.03 NonProfit Corp. Act also states no action can be conducted without a quorum...."

If January shock treatment triggers the high levels of Owner approval to approve a mere 10 % quorum and allows proxies to count including towards quorum, won't there be even less reason for any Owner to attend in person ? . . . . Twenty minute AGMs ? Merely the Directors and proxies without eyes nor ears ?

Dorothy,

In regard to amending the CC&Rs, I stand behind my statement that it is nigh on impossible to do. The CC&Rs are attached to the title, and there is nothing short of a court order to compel a owner from attaching revised a CC&R to their pre-existing title no matter what the vote is. The entire HOA (including me) could vote unanimously to change the CC&Rs, and on Friday I could say it was too much of a "bother" to walk to the courthouse or title company and sign the new covenants. And what could you (the HOA) do? Nothing. You could drive me to the Courthouse and give me cookies, but until I put my John Hancock on the new paperwork nothing is official.

Where I live the Deeds office accept any application as presented they don't verify if any of it is true or not. So anything filed and on record there has not been proven it just hasn't been challenged.

Thanks, that may help me in SC too. It goes along with my feelings on a similar matter.

Lordy, Lordy, Mark, break out the Strunk & White! Yes, this fact is clear. In Washington the original CC&R's are attached to the title, and are recorded as such in the County Auditor's office. What is not clear at all are his three statements, "The CC&Rs are attached to the title, and there is nothing short of a court order to compel a owner from attaching revised a CC&R to their pre-existing title no matter what the vote is," and, "The entire HOA (including me) could vote unanimously to change the CC&Rs, and on Friday I could say it was too much of a "bother" to walk to the courthouse or title company and sign the new covenants," and, "And what could you (the HOA) do? Nothing. You could drive me to the Courthouse and give me cookies, but until I put my John Hancock on the new paperwork nothing is official."

What I think he is trying to say is this: Even if an HOA survives the rigor of amending the CC&R's, until the amended CC&R's are filed with the original CC&R's at the courthouse, the originals stand as law. Well, yes, that is just common sense. What is not accurate in his statements, and perhaps this is not what he means, is that each individual homeowner puts his "John Hancock" on the amended CC&R's, and any one of them can go file it, or decide it's too much of a "bother," and not file. This is not how it works. Once the CC&R's have achieved the majority required for amendment, and the amended CC&R's are then ready for filing, it is the HOA's official representative that then takes the document to be notorized and filed. In some HOA's it is the Secretary. In ours it is the President. I cannot imagine a scenario where an HOA would go through the trials of constructing an amendment, achieving the vote (in my HOA that would be 75%), and then not file. That would be a serious breach of responsiblity and could open up the HOA to lawsuit. What purpose would that serve?

As to Emma's comment, "So Mark your [STrunk & White for you too!]saying that even if your HOA took a vote to amend the CC&R's and possibly went and filed it with the deed's office it would not be legal and binding on your property unless you personally consented to it? Basically it falls back to Contract Law (in Washington)? or do you have another specific statute that addresses this? Is it a state law or Constitutional Law?" No Emma, this is not correct, and has nothing to do with contract law or Constitutional Law [really???]. I will use my HOA to explain. There are 42 homeowners in my HOA. In order to amend the CC&R's we need 75% majority, which is 31 homeowners ALL voting YES to amend. If the HOA achieves that 75% affirmative vote, and Mark was one of the homeowners who did not vote in the affirmative, or as he put it, "personally consent," well, yes, he loses. The document gets filed, becomes binding and that's life. It doesn't matter a whit that he didn't "personally consent" to it. When he bought the house, he agreed to abide by the terms of the legal contract, which included the CC&R's, which include the 75% majority vote for CC&R amendment.

Finally, there's this from Mark, "I'm not a lawyer, but I guess it would be contract law.
That is why changes need to be in the context of the Bylaws" Bylaws ARE NOT CC&R's. Bylaws primarily address management of the association, as in assessments, officers, common areas. CC&R's address the personal property as in architectural guidelines. Each of these two separate documents have their own requirements for voting procedures for amendments. In my HOA to amend the Bylaws or vote on any aspect covered in the Bylaws the percentage for majority vote is 50% or more. For the CC&R's it is 75%.

Whew. . .

In MY case the HOA BOD did not follow any of the documents in place for our community, I will add that our original CC&R's are not as specific as many. In my state amendments cannot be added that are more restrictive than the "original intent" of the Declarant (I am speaking of amendments to the CC&R's). Generally speaking if an HOA tries to add a more restrictive covenant, the courts won't allow it if it is unreasonable and not the original intent of the declarant, no matter what the vote. It is looked at as adding a unforeseeable burden that the buyer had no way to predict. The law would favor a less restrictive covenant change however.

Have a good day!

One more thing Dorothy you statement about what cc&rs, bylaws, rules and regs cover may be how its "supposed to be" but in reality not all documents are like that. So your statement is incorrect. All that varies greatly for each individual HOA. Everyone has to go by what theirs say and include.

Being open, transparent and able to change for the better serves all well. Don't you agree?

p.s. not on "the dark side" are you? lol

"the dark side" star wars?? JOKE! (meaning are you "one of those BAD BOD's") just trying to add a little humor, sorry.

"We can't believe......" meant: that people come hear with a wide variety of problems and questions. Lots of HOAs are not perfect. That's all.

In my opinion your comments generalizing, "this is how thing are instead of stating this is how they SHOULD be may not help. But that's okay and I wouldn't be even be saying this to you now, if you didn't name me and picked apart what had said. I felt the need to defend my self especially when you were actually the one wrong about things.

This has drifted from the "short of quorum" issue. But whatever the scenario in Washington state it is worth looking at the issue ( as discussed between MarkM & DorothyO ) in view of the approach by the Arizona Ct of Appeals court mentioned several times by LarryB13(Arizona): Dreamland v Raimey 2010.

There an entrenched amending formula within a series of 18 phased so-called Declarations - "implied" rather than "expressed" - purported to empower majority revocation or change. But fortunately for civil liberties, the Arizona Appeals Court struck down the purported conversion of voluntary obligations into compulsory by majority vote mechanisms within 17 of the 18 sets of CCRs. ( struck down more restrictives ).

Looking wider, a central (but not sole) reason for jurisdictions to legislate templates like formal condominiums with legislated "vires", is because of the weakness of the "chain of contracting". Without a special HOA law to bulldoze over individual consent, or an express pre-existing contracting into more restrictive conditions it may be that MarkM31's community would require each owner to consent. ( My current HOA is voluntary in every sense, lacking any property ownership itself & facing stiff legal precedent against oppressive attacks. 100 % consents would be required from every individual owner, every morgagee, every encumbrancer. But it ain't Washington )

So Dots gone from not knowing that Washington had RCW's that covered HOAs and allowing her Board to operate for years without a quorum to now the expert on revising CC&Rs, spelling and brevity? What a change a day makes.

So Dot, you know this about titles and CC&Rs?

Mark, my name is Dorothy. The last person who called me Dot, called me "Queen Dot" for having the audacity to enforce the covenant of no sheds by forcing him to remove the shed he erected, not just in his back yard, but two feet above the fence line. Same personality type methinks.

Bob, my response to Mark was based solely on his claim of, "In Washington you have hell to pay to change the CC&R's." Had he started out, "In MY HOA. . . etc" that certainly would have placed the emphasis on his own personal situation and not the entire state of Washington.