no member quorum in our by-laws

Started by JennyG1 • 11 replies • 1353 views

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JennyG1 (Indiana)
Posts: 7

Posted:

Is it legal for an HOA to state in by laws that if the majority of board members are present at regular meeting then a quorum is present? I thought there should be a quorum for board members and a different one for members?

JanetB2 (Colorado)
Posts: 4,219

Posted:

If you want to know if legal you need to ask an attorney. My question is the section you read for Board Meetings or for Membership Meetings? For BOD Meetings you generally only need the majority of the BOD to have a quorum. For Membership Meetings where you elect the Board of Directors your governing documents should have a percentage of membership noted as the quorum. If not then your State Laws should have a quorum amount noted.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Jenny,

Typically, there are two sections discussing meetings.
One for Board meetings and one for general membership meetings.

It's also possible that the quorum requirement for the general membership meeting is already specified in the CC&Rs.

If the documents are silent, then you need to see if the applicable laws specify a quorum requirement.

KerryL1 (California)
Posts: 14,550

Posted:

Janet and Tim are right; you need to see the differences between the two kinds of meetings: membership (meetings of the members, i.e, Owners), and meetings of the board of directors. "Regular" meetings of the board are the ones that are required in your documents, probably your bylaws.

Our bylaws, for instance, say that 4 regular meetings of the board are required every year. But we hold 12--last Tuesday of every month--because we have a lot of business to conduct.

If your docs say nothing about meetings of members and your HOA is incorporated read your state's corporations codes or other statutes that might help.

JennyG1 (Indiana)
Posts: 7

Posted:

This is the only thing in our by-lawss about a quorum for board or regulat meetings.

Those members in attendance at a meeting of the Association will be declared by the presiding officer to constitute a quorum when a majority of the Board is in attendance. No action may be taken by the board at any meeeting except when a proper quorum exists.

so they are saying pretty much saying the board can do whatever it wants even with no members involved.

KerryL1 (California)
Posts: 14,550

Posted:

It looks to me like it says that the members (Owners) of the Association (HOA) can tai no action UNLESS a quorum of the board is present.

A"meeting of the association" IS a meeting of the members/owners> It is not a board meetings.

I still insist that your need to find your state laws on this topic, Jenny.

How many homes or condos in your HOA?

JanetB2 (Colorado)
Posts: 4,219

Posted:

Jenny ... Are you Condos or Single Family Homes?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By JennyG1 on 02/09/2017 5:11 AM
This is the only thing in our by-lawss about a quorum for board or regulat meetings.

Those members in attendance at a meeting of the Association will be declared by the presiding officer to constitute a quorum when a majority of the Board is in attendance. No action may be taken by the board at any meeeting except when a proper quorum exists.

so they are saying pretty much saying the board can do whatever it wants even with no members involved.

Jenny

They may not be saying that. As an example if your Covenants call for a majority of all owners to change a Covenant/Bylaw (quite common) than that still stands.

It might be simply saying no meeting can be held unless there is a quorum of the BOD present.

It might also be saying that it cannot be a BOD Meeting unless a quorum of the BOD is met.

I have never heard of this requirement for an Annual Meeting, only for BOD Meetings.

SueW6 (Michigan)
Posts: 814

Posted:

Those members in attendance at a meeting of the Association will be declared by the presiding officer to constitute a quorum when a majority of the Board is in attendance. No action may be taken by the board at any meeeting except when a proper quorum exists.

Is this talking about a Board Meetings or Annual Meeting of the Members?

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By JanetB2 on 02/09/2017 9:20 AM
Jenny ... Are you Condos or Single Family Homes?

Need response as your potential State Laws may vary depending on which ones you would fall under.

JennyG1 (Indiana)
Posts: 7

Posted:

I looked up Indiana Law and is says if no quorum is stated in by laws then 10% of members must be present or vote by absentee ballot.
I sent a copy of this to our office manager to copy and give one to each board member,
I get a reply back from one board member saying if I communicate with her in any way other than board meetings she will turn me in for harassment,, I think as long as I addressed it to "board members" not one particular member it should be okay

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By JennyG1 on 02/14/2017 7:09 AM
I looked up Indiana Law and is says if no quorum is stated in by laws then 10% of members must be present or vote by absentee ballot.
I sent a copy of this to our office manager to copy and give one to each board member,
I get a reply back from one board member saying if I communicate with her in any way other than board meetings she will turn me in for harassment,, I think as long as I addressed it to "board members" not one particular member it should be okay

LOL ... My response to someone like that would have been Make My Day! You gave a copy to the Office Manager to distribute and if the Board member does not want to receive communication from her Members she should not have ran for the office to which she was elected and should step down. It is kind of similar to our Senators and Congress who are elected to work for and represent We The People, an HOA Board is elected to represent the HOA Members and the Association. As long as communication is not threatening then members are allowed to communicate their concerns..

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