Quorum Question (s)

Quorum at a Members Meeting is typically defined as the in-person or by-proxy presence of a percentage of Members entitled to vote.

"Members entitled to vote" = "Members in good standing" which should be defined somewhere in your bylaws but typically means that their accounts are paid in full by a certain time prior to the vote.

I think your bylaws are saying the same thing with the "members holding at least fifty-one percent (51%) of the total vote" portion. Those "holding at least 51% of the total vote" = 51% of members entitled to vote = 51% of members in good standing.

So if you have 94 lots:
- And all 94 are members in good standing . . . 94 x 51% = 47.94 = 48 members to achieve quorum.
- But if only 90 are members in good standing . . . 90 x 51% = 45.9 = 46 members to achieve quorum.

Members who are not in good standing would usually be welcomed to attend the meeting, but do not count toward calculating quorum at the meeting.

However, if that same member who is not in good standing is a designated proxy for another member, they would be entitled to vote in accordance with the proxy (assuming the member who designated them as their proxy is a member in good standing).

Well shoot John, I don't know if your asking for clarification or you've stated your position is that by the wording of our bylaws that quorum is based upon total votes regardless as to whether they are in good standing or not.

It certainly would have been easier had they put in "total votes" of members in good standing. Our we reaching too far by adding in a logic that it should be "in good standing" or should we be locking down a position that we have 94 lots, each lot get's one vote, quorum is based upon 51% of the total vote of the association, we have 94 lots, quorum is fixed at 48 for all meetings.

I'm not doing thorough research, but I came across this by doing a Google search for "SC corporate code quorum". It at least provides a frame of reference for how your docs could be interpreted . . .

Title 33 - Corporations, Partnerships and Associations

CHAPTER 31 - South Carolina Nonprofit Corporation Act

ARTICLE 7 - Members Meetings and Voting

SECTION 33-31-722. Quorum requirements.

(a) Unless this chapter, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.

(b) A bylaw amendment to change the quorum for a member action may be approved by the members and, if required, be approved as provided in Section 33-31-1030.

(c) An amendment to the articles of incorporation or bylaws that adds, changes, or deletes a greater quorum must be adopted under the quorum then in effect or proposed to be adopted, whichever is greater.

My former HOA does it ND's way. My current HOA prohibits MNIGS from voting but does let them count towards a quorum.