Understanding "Quorum"

In our HOA, at the present time, I believe the word quorum is not being used correctly. But I may be wrong.

Can someone explain how the quorum works as it pertains to the different votes; votes by Board of Directors, votes including all of the residents, etc.

To change the CC&R's it requires 2/3 of the lots voting in agreement. That is written in the declarations. Does that mean the quorum requirement is 2/3 of the lots for all votes? What about for elections?

I was told when I became the president the biggest problem was getting people to show up and vote. It was said that if the people don't show up and vote, nothing can be done. Is this true? Or can we elect officers and/or appoint board members from/with those who participate?

We have a big expense on the horizon (well repair) and I want a vote on how to proceed rather than me simply making the decision and taking care of it (which seems to please everyone at this point). Can the Officers take a vote, document the results and move forward from that point?

I hit submit before answering the entire post.

The elected Directors are the ones who decide on how to spend the money, if you have a big project coming up, it is only wise that expenditures be made based on a majority vote of the Directors. Generally speaking the membership of the Association has no say in how the money is spent - the ceded that authority to the BOD when they elected them

Nigel's second post regarding spending is generally correct, unless your governing documents explicitly say otherwise. The membership elects the board to run the association, including spending money on maintenance. Some governing docs might place limits on large increases in annual dues or on special assessments that could affect this.

How many members on the board? For a board meeting, a quorum is generally 50%. To pass a motion, 50% of the board members in attendance need to vote in favor. For example, in 5 member board, a meeting with 3 members is a quorum. Two of those directors would make a majority at that particular meeting and could pass motions. My experience is that proxies are not typically allowed for board meetings, but that would depend on your governing docs and any applicable law.

Board members should be elected by the membership at the annual meeting, but if there are vacancies otherwise, the remaining board can fill them via a majority vote at a board meeting with a quorum.

Quorums generally refer to meetings, since CCR changes generally don't require a meeting the concept of quorum doesn't apply. In your case 2/3 of all lots must assent to any CCR change.

Election requirements are most often in the bylaws, not the CCRs. Typical would be that a quorum for the members meeting would be from 1/3 to 1/2 of all members, but that varies quite a bit. Once a quorum is met, to elect directors the candidates getting the most votes win. There is no specific percentage of votes they need. If other business is conducted at the annual meeting, a majority of those in attendance is typically all that's needed to pass a motion. Bylaw changes might require a different amount, such as 2/3. Proxies can often be used to meet the quorum, and possibly to vote. Some docs allow reconvening a meeting with a smaller quorum requirement if the quorum is not met on the first attempt.

Read and understand your bylaws, CCRs, and state law regarding HOAs and non-profit corporations (assuming your's is). Also make sure that all meetings are properly noticed if required by your docs and state laws.

Note too that in some cases docs refer to "those eligible to vote", which might exclude members not in good standing, this could lower your quorum requirements.

Typically the Bylaws will dictate what % of owners is a Quorum. Ours is 20% but it used to be 50% until we changed it. In our case we cannot conduct business (hold elections, etc.) unless we meet Quorum

Typically it takes a majority of all owners to change Covenants and/or Bylaws. The most common majority is 51% of 2/3rds. In some cases it can be as high as 100%. This is of all owners not just % of a Quorum.

Let us say 100 homes and 20% to meet a Quorum. The % of all owners needed to make changes (as above) still stands. Let us say it is 51% to make a Bylaw change. We still need 51 of the 100 to agree to the change regardless of how many were there to make Quorum. Even if 50 showed (in person or via proxy), Quorum (20) was met but you would still need 51% of all owners approving a change and as you do not have 51% there, you cannot vote on anything requiring 51% or more of all owners.

Do not confuse a Quorum amount with number of owners needed to approve something.

Typically a BOD has to have a majority to establish a Quorum in order to conduct BOD business. To simplify:

1 of 3 is not a majority.
2 of 3 is a majority.
1 or 2 of 4 is not a majority.
3 of 4 is a majority.
2 of 5 is not a majority.
3 or more of 5 is a majority.
1 or 2 or 3 of 7 is not a majority.
4 or more of 7 is a majority.

Sorry for being unclear, I guess I was assuming a at least 50% of an odd number of directors. If the number is even, then you are right that 50% doesn't cut it.