A Question About Quorum

I'm sure this has been addressed on this board before, but I was unable to find the info I need. Our Association has its annual meeting next week, and I'm worried about having quorum. Our Bylaws define it as a majority of the members eligible to vote. In our case that would mean 66 members or proxies are required. We have two board openings and two candidates. If our quorum is not met, can the two candidates just assume the positions anyway? Also, what is the procedure for getting things done if we don't have quorum? I'd like to amend our Bylaws so that quorum is 20%. In our community even that would be difficult to get.

Thanks,
Peny

Peny, your concerns are well founded. It can be difficult to achive a quorum of 50% of eligible voters so I would make an effort to amend the By-laws to: a quorum for a member's meeting is 20% (or less) of the members (or units) eligible to vote.

There will not be a valid meeting if there isn't a quorum. If the meeting can not be held perhaps your By-laws will allow the current remaining Board members to appoint the two candidates to the Board of Directors. The candidates can not assume a position on the Board.

Peny:
I am questioning your post in that 'quorum is defined as a majority of the members eligible to vote...'. For you to need 66 members (or proxies) required as quorum then suggests that you have 133 members (eligible to vote) in your association. This quorum number then amounts to 51% of those eligible to vote. Is this what your documents state--51% of eligible members is quorum?

This seems unusually high for a quorum number, in that you cannot take action on a matter unless you meet quorum--which is then half of the residents in your HOA. This sounds very unusual.

Our document states that to consitute a quorum for the purpose of taking action at a members'meeting it shall be 25%. Though for an Executive Board meeting the quorum must be a 'majority of the Directors in office...'.

This can be somewhat confusing. Would you kindly state how your Bylaws define quorum in order to initiate action at a members' meeting?

Paul,
Our Bylaws state:

"Quorum. (T)he presence in person or by proxy of the majority of the Members entitled to vote shall constitute quorum at all meetings of the Association."

We have 138 units. I'm not sure how many Members are ineligible to vote (I'm aware of eight), but in the unlikely event that everyone is paid up on dues, fines, etc by our meeting we would need 51%, 71 members, for quorum.

Peny: Thanks for the clarification. This sounds outrageous!!! How do you ever accomplish any action which requires a community vote?

For your upcoming annual meeting, to take any action you will need either in person or by proxy 71 members to vote. If you have any less you are not able to hold a vote at all?

I would suggest you begin RIGHT AWAY! with going door to door to gain proxy votes from residents to ensure you achieve the 71 number.
If anyone has given a proxy, and they show up at the meeting in person, you realize the proxy is invalid.

If you are a Board member, you are privy to knowing how many Members are ineligible to vote, behind on their dues. If you are not a Board member, your mgmt. company needs to be on top of this since it is crucial that you have the accepted 51% of eligible residents in person or by proxy. Note: you don't want to ask for a proxy of a resident who is ineligible. Careful of this. It would be unprofessional and not speak well of your record keeping.

Further, not sure if a resident who is paid up on dues but not paid up on fines is considered 'ineligible' to vote--check your docs for this.

Keep us posted here. Good Luck for next week!