Annual Meeting Quorum Update and a question

Hi Folks. A while back I asked a question about quorum for our annual meeting and what would happen regarding new officers if quorum wasn't met. Our By-laws define quorum as, "a majority of the eligible Members of the Association, in person or by proxy." Well, after getting several helpful responses from you good people, I got my walking shoes on and went door to door with proxy forms. After several hours of walking, talking, and explaining, we had enough votes for the annual meeting to go forward.

We had a question on our ballot about changing our Declaration so that instead of needing 90% to make amendments, we would need a 2/3 vote. Obviously we need 90% to approve to make the change. We were about 40 votes short of the 90% when the votes were tallied. Now, here's my question: how long are the votes already received considered valid? If I get my walking shoes on again and track down 40 additional eligible members to vote "yes" in the next couple of weeks, will the results be sufficient to make the change to the Declaration?

I'm in Chester County, PA if that information is relevant to the answers.

PenyW:
I agree with jadedone in that a proxy should be used for a specific vote or purpose--which, in your case, was to have quorum to go ahead with a vote at the meeting. If I'm reading your post correctly, you did take a vote, however, you did not have enough votes to go forward with the approval to make an amendment change.

Let's think of a possible solution. In the interest of time, could you initiate a petition which would state that an amendment to the Declaration is requested--now requiring a 67% (2/3) vote of members to make a change to the Declaration...etc.. It would mean more walking/talking/explaining for you...

You would strive for the necessary 90% of members to sign it. Then request (by letter w/the petition) the Board schedule a 'special meeting' for the purpose of holding a vote to amend the Declaration. Note: Meeting notices must be sent out within the specific time stated in your Bylaws. Offer to carpool, request others to carpool, but ensure that the 90% who signed the petition are present OR BY PROXY...and the proxy must state it is for the meeting on xxdate for a vote to...

The petition presented ASAP would alert the Board to the members' strong determination in accomplishing this change. And holding the special meeting for the vote would openly and formally allow the change to go forward.

This is one possible solution, there may be other solutions which would require 'less walking/...' for you, and others on this forum may be able to help. Good Luck in your efforts to be a conscientious association member.

Peny, you reached a quorum to hold the meeting but did not have sufficient votes to amend your By-laws. Check your By-laws; they probably require the vote to amend be at a duly called meeting? If so, it is too late to collect 40 more approvals. However, if it does not require the vote to be taken at a duly called meeting then it can be done by a mail in ballot vote without a meeting. But this would need to be sent out for voting by all owners.

I am confused by the term proxy ballot. We use proxies and ballots but not proxy ballots. I define a ballot as a form on which a person votes. I define a proxy as a person whom the member authorizes to vote in their behalf (power of attorney) as authorized on a proxy form. So what is a proxy ballot? Is it a ballot executed by a proxy at a meeting? If so, if proxies are not allowed then I presume a proxy ballot would not be allowed.

For those states which do not allow proxies do they provide voting by absentee ballot? I define an absentee ballot as a ballot executed by a member who can not attend the meeting but is allowed to vote on specific issues in absentee. Also, does an absentee ballot count towards a quorum?

Peny, excuse me for confusing amending the Declaration with amending the By-laws. Since you were talking about approval at a meeting I jumped to that conclusion. We always get amendments to the By-laws approved at member meetings but have never even tried for amendments to the Declaration at a members meeting as it would be impossible to get sufficient attendance to get approval based on my experience.

The amendment is discussed, when practical, at a members meeting; and those present can execute a ballot to start the process. However, the only way we are successful in getting sufficient votes (with a 67% requirement) is by a mail-in ballot. We send the ballot, a letter explaining the pros and cons, an a stamped self addressed envelop. Even then to get approval always has required followup by going door to door to get votes from those who do not return the ballot. Some of the HOAs we manage go so far as to require every person who's name is on the deed to sign the ballot. I personally think only one dated signature is required.

For approved amendments the ballots are filed and available in case there is a future challenge to the filed amendment. A ballot signed by other than an owner for amending the Declaration should not be accepted unless they attach a notorized power of attorney giving them that authority.