Quorum (use)

In our association, the quorom to hold an annual meeting is only 20% of the homeowners (represented in person or by proxy). The requirement to amend our CC&Rs and by-laws is 67% of the homeowners must vote to approve (no proxies). We just accomplished this a few months ago (our first ever change ever accomplished in our 8 year history). We had separate informational meetings for homeowners to attend prior to the vote.

In your scenario, I can only assume your association has a different standard for a meeting quorom vs voting for an actual amendment. If your annual meeting quorom is met, then I don't see why the association shouldn't propose the amendment changes. Though to have an actual vote, you will need a lot more people voting for it to pass (similiar to my scenario).

What %, Emma, do your CC&Rs state is needed for amending or rewriting them????

The bylaws say 2/3 %

very positive the ones that did not go would not consent to the change

I do think that what we need before such an important meeting would be an informative meeting first explaining what is being done and the impact it will have on everyone. This is something I would like to see happen in the future. People in my neighborhood do not know the difference between CC&RS, BYLAWS rules et;, so even some that that voted yes really did not understand much. The devil is in the details and many did not nor were they explained the details.

If you have a quorum, business can be conducted.
Therefore, conduct the business.

If there are not enough votes for a measure to pass, then the measure failed. It can be re-introduced for the next meeting.

Now if you are concerned about proxies, that is a different issue.

Emma,

What is the exact language.

50% of what?

50% of members, of available votes, of votes cast, of members present in person/proxy, can all mean different things.

Additionally, since you still have the Declarant in the picture, there may be language specifying that in addition to the vote, you need the Declarant's permission.

Therefore, what is the exact language used?

Additionally, since you say that he Bylaws require 2/3 vote, are you saying that the Bylaws are in conflict with the CC&Rs or are the Bylaws simply harder to amend then the CC&Rs?

It would probably be good if you can provide the exact language for the Bylaws as well concerning amendment.

CC&RS state:

"ALL decisions of the board Of directors or of the members/owners shall be by simple majority except as provided herein." (does not provide anything different anywhere else)

then is later says:

"This declaration may be amended at any time and from time to time upon execution and recordation of any instrument executed by the declarant".

That's it. No other details or reference of the specific subject of amending and votes, proxies, absent counts as nay or not etc; just those 2 lines.

If there is nothing else in the CC&Rs that specify how the document can be amended, based on what you cited (without reading the actual documents), it sounds like only the Declarant has the authority to amend the CC&Rs. This is because the document doesn't say it can be amended by the membership (unless you didn't provide the full citation).

Mind you, I am not an attorney and I do not work in the legal profession. However, this may be a key issue that you want to bring to the attention of your attorney and get their opinion. Additionally, once the amendment is recorded, there may be a statute of limitations when the amendment may be challenged. This too should be found out through an attorney.

What I read is that only the declarant may amend the CC&R's. The homeowners lack both the authority and the means to amend.

Your association will likely need to seek out legal advice but my first guess is that court action will be required to add language to allow the homeowners to amend the CC&R's.

Do the bylaws state that 2/3 is needed to amend the bylaws? Or do your bylaws say 2/3 is needed to change your CC&Rs?? It would be unusual, I think that the bylaws would say what is needed to change the CC&Rs.

And it's the CC&Rs that say "50%"?? That also is unusual. Please give us the exact wording.

In any case, if there's conflict between the bylaws and the CC&Rs, the CC&Rs prevail (except if language in the CC&Rs says something like "unless otherwise specified in the bylaws...")

What EXACTLY does your nonprofit law say about revising bylaws or about revising CC&Rs (if anything)? Does it state anything about quorum?? (not for directors, but for members).

Finally, it does not matter what who didn't vote think or what their opinions are!

Kerry,

My situation is very unusual. The CCRS kind of unusual. They are not specific about all those details it would be nice to have like what votes count for if the member is not at a meeting? are members in good standing allowed to vote on big issues such as amendment of the CC&Rs? are proxies allowed in voting for amendment to the CC&Rs? It is vague to say the least. (Really most of my CC&Rs are just restrictions and that the care, maintenace and insurance of the entrance is the responsibility of the HOA?owners.

It speaks of " all decisions" being made by a simple majority it does not say specifically refer to the amendment of CC&Rs but I guess you could count that as a decision I (think) that's what they are thinking.

Declarant rights were assigned to and recorded by attorney with notary seal on it at the register of deeds. The HOA was deeded the common area. CC&Rs say "declarant may at any time at its option, convey any common area to the HOA".

In my CC&Rs the HOA owning the common area does not give the HOA control, the declarant can still have declarant rights after he deeded the common area to the HOA.

CC&Rs say "the term "declarant" shall mean BLANK Builders,llc. and shall also refer to successors and assigns of such limited liability." (He assigned right to the investor, not the HOA). The HOA acquired the deed to common area. They say because they have the deed to the common area, that the new declarant does not have any authority in the neighborhood, the new investor/declarant disagrees. NO ONE has initiated court action, guess no one wants to spend the money.

The HOA attorney is playing a game, the declarant isn't going to spend money unless he has to I'm sure. It is at a standstill.

I honestly don't know who would win in court if it ever goes there, it is legally complex.

A lot of legalities are not settled.

All of this is out of my hands, I don't know the what the verdict would be if there is a legal battle between the investor with assigned declarant rights would be, if it happens.

I feel the BOD should wait till things are definite and settled on one issue before they try to amend the CC&Rs. The BOD are proposing a lot of changes in the CC&Rs that the investor probably won't go along with in order to protect his investment. If the new investor decides to exercise his declarant rights and wins a lot of money will have been wasted for nothing.

I feel the BOD in charge right now want to get this amendment done REAL FAST before I or anyone else that moves in really understands what is going on. If everyone were educated in all this HOA stuff they would not be able to get a vote to amend as easily as they can accomplish it not while everyone is still ignorant. (and people here are ignorant of HOA business) I'ts easy to pull one over on people that don't understand what they are consenting to....The BOD and their clique know some people are starting to open their eyes to what is truly going on. And they want to get that amendment DONE FAST, ASAP. (It is obvious they are trying to make light of the changes we all know the devil is in the details, some of the wording is so slight that when you compare the original to the proposed one you may not see the difference).

I probably will and should just stick to questions about how to run things in the future like how to run things in a open and transparent way. And how to encourage participation and involvement in the HOA.

Thanks for any time spent reading and thinking about my problem. Don't expect a answer even lawyers disagree.

Emma

Emma

You keep refusing to accept anything if it is not the EMMA WAY. Does not matter if it is right, legal, etc., it is not the EMMA WAY thus it is the wrong way.

You do not even accept what is 50% if the number is not the EMMA WAY.

The 50% is not the only issue. I was only asking about rules for the calling of a quorum and when it is used (if you read my original post) It was just to make sure I would be following procedure in the future. The answer I guess varies by your own CC&RS if found out.

see ya around town, JOHNC

Your right Kerry it is a legal issue.

My situation like someone else posted to me might stay legally unsettled for years, because no one want to initiate court action and spend the money it involves. I have to accept that possibility.

I can't possibly explain 2 years in one post thus the rambling (I agree big time when I read it back).

It IS complex needs to be looked at by a lawyer, and it will take a lawyer a long time to go thru everything and a lot of money, we and my neighbors are not going to spend anything now because.........some of it is not in our control it depends on the declarant/investors next move.

But I won't post questions you can't possibly answer because they need hours with an attorney, my bad.

thanks

I realize in my last long post I may have seemed a little crazy, it is because all this stuff is driving me a little crazy.

I can identify with many of the posters here that come here with existing problems with what is happening in their HOA.

Sometimes before I actually posted here I would see some posters insulted because they insinuated things were being done wrong and unfair.

I have noticed lately responses seem to be a little more compassionate toward a member (not yet holding a position). I'm glad because sometimes I would feel so bad when someone would ask question and be attacked, made fun of or told just to move if they didn't like it.

I'm glad to see a little change in that lately. (except for with me...lol just kidding).

thank you to anyone who helped me and some of you will be glad I'm going to take little break from this HOA business to give my brain a rest!

Go ahead and accuse me and/or everyone else of being rude to you... Don't forget to sling a few insults our way as well when we don't agree or point out reality. We kind of beaten dead horse to death already....

Not that you will listen but again what you state is not clear or even sounds that truthful. Have to call it out Emma. You started this thread about having a quorum and that this was what was required like you knew it. However, once questioned and asked to present statements from your CC&R's you claim "It's not clear and doesn't mention such things". Can't have it both ways. I can't imagine anyone believe you are stating what is in your CC&R's except what you want to hear or post. CC&R's for each HOA are different but NOT that different where they do not state certain information such as what it takes to change them.

Matter of fact you say that it does not mention the number needed. However, it clearly says "Simple majority vote". A simple majority vote is 51%. It does not get more simpler than that. If that is of the whole membership or just board is hard to determine at this point. Usually a "Special meeting" is an additional requirement to document changes. Which is different than any regular board meeting and brought by the membership.

It by all means sounds like your HOA is still under development/investor control. Which means none of this makes a difference on what YOU want. You stated the CC&R's changes the board wanted did not pass. Which is pretty obvious it won't as the board has no power under the developer control.

All in all it just seems your more upset no one sent you some muffins and kissed your butt when you moved into this HOA. You keep mentioning all these "nice things" OTHER HOA's did for you. Well you don't live in those HOA's and what you want takes work and money. It also takes someone who gives a darn to do such things. Your developer doesn't nor does the investor.

I still don't get where you get the idea of the investor winning a lot of money in some kind of lawsuit. Lawsuits aren't always about money. There also has to be a resource for this money they will be winning in your imagination. A court can ONLY make someone "Whole" and NOT a profit. So if this investor has damages, then they are entitled the money back to cover those damages. Those damages may include hiring legal help/advice.

All in all your posts wreak of unclear statements and insults to those who try to get to the information to clear things up. I still don't get your issues with your HOA as they all seem to be made up drama you have little or no clue on. Just another busy body with no real goals in mind except to complain about how the HOA is so bad. I am NOT buying it.

So I am done and you can reply about a million times after this with your regular gibberish and attacks. You really are about Emma and no one else. Good luck and good riddance... I am out people of this one... It's no longer worth it... The very definition of Crazy is doing the same thing over and over again and expecting a different result... I am choosing sanity and reality...

John,

Emma never stated, at least I couldn't find it, what a quorum was. Therefore, lets say that a quorum was present at the meeting.

Emma did state that "ALL decisions of the board Of directors or of the members/owners shall be by simple majority except as provided herein."

I take this to mean 50% of the members (it doesn't matter if they are in good standing or not) are needed to make a decision that the members may make. Therefore, out of 25 lots, 13 yea votes would be required to make the decision (25 divided by 2 rounded up).

What we simply don't know is the rest of the language that is contained in the governing documents. We all know that we can only offer opinions based on what we have been given, personal experiences and any research we may do. If any of those change, the opinions may change.

Emma, if your willing, I would have no problem taking a look at the entire documents for you. My e-mail is [email protected]

Emma,

Are you saying that the meeting you gave numbers to never actually happened?

If this is the case, I would recommend to take a breath and simply learn what the language means and what procedures are required. This can be done with research and asking specific questions. For example: If the meeting never happened, then those numbers were irrelevant to your question about quorums.

Per USlegal.com, A quorum is simply the minimal number required at a meeting to conduct business. If you have a quorum, business may be conducted.

As for meetings, without looking at Statutes or your governing documents, the typical steps are:

1) Notice of date, time, location and perhaps purpose of the meeting is sent to the membership. Laws and governing documents specify the amount of time required for the notice. typically anywhere from 10 to 60 days.

2) Sign-in at meeting (used to establish a quorum) Sometimes, the membership list is required to be available.

3) Certification of a quorum (usually made by the Secretary and the proof is the sign-in sheet).

4) Vote - Every Association is different. Proxies may or may not be allowed. Ballots may or may not be allowed by mail. Number of yea votes required by Association and by issue within an Association.

5) Tallying of the votes - Our Association does this in the same room as the meeting and anyone may observe.

6) Announcing the results - typically done at the meeting and later published in the Associations newsletter.

Yes, there are discussions and other things that take place, like reports by Officers. However, these are the basic requirements for voting on an issue at a meeting.

Correction - formula should have read (130 times .51 = 66.3 rounded up = 67)

My math was right to achieve the 67 answer. Just typed the wrong number in the formula.

Thank you Tim for clarifying that. In this case, I believe the Developer or Investor is still involved giving them basically 2 votes to owners 1. So there would never be a majority vote of the owners. That 1% makes a difference if it is the Developers....

Without clear statements and information, it will remain a mystery... Sorry if I come off with an attitude... It just sometimes you have to be direct and not cuddle a person who is not being direct themselves. JonD taught me well... LOL!

Tim,

What I am going to do right now is wait and see what happens next between the investor that has been assigned Declarant rights. I do not think the BOD could or would record an amendment at the deeds office without settling things with him first.I don't think no matter how brazen their attorney is he would advise them to do that. It has not been recorded, I check often.

Even if they did record it if any of the amendments do not follow SC Law they cannot be enforced. (I don't think there is a statue of limitations on that. I believe the invalid and unenforceable restriction would just sit there useless. Like when CC&Rs refer to a Declarant but he is no longer in the picture, when it mentions him in a covenant for the most part it is useless and ignored. But as you suggested I will double check with an attorney on that (good advice).

So in the mean time I will try to get the facts together and create a educational flyer to hand out to my neighbors who are not familiar with any of these HOA documents and their importance. I will also encourage them to come to me and ask any questions.

You are patient beyond belief, and obviously enjoy helping people. I do appreciate it.

Like I said I think at this point I am going to sit back and see what happens next. Much of it is out of our control. Worrying and anticipating is just stressing me out, and making me nuts.

Being, Holidays here everyone will probably be busy and it will most likely be at a stand still for now and maybe for a long time. I will keep you posted if a major change occurs. Thank you for that offer I may take you up on that in the future I'll hold on to that email.

*my original question was just so I may better understand rules of using a quorum, the answer was It would be explained or should be explained in your own documents and that its different for each HOA. So that was answered.

Take care and keep up the good work,

Emma

Melissa = clueless

Melissa,

Keep on smiling your only proving ignorance truly is bliss.

JohnC,

I'm going to take a break from thinking about this for a little bit I just couldn't resist the temptation of a little fun with my best pal Mel. (since she likes to bravely talk behind my back, she must have been a great president for her HOA.....lol)

Take care its been fun talking to you, at least you seem like you have some class and just like to have fun, not just insulting and cruel and on top of it ignorant.

See ya around town,

Emma