Quorum language

RobinL7 (North Carolina)
Posts: 45

Posted:

We are having a discussion about the quorum language in our Bylaws. We have 113 lots in our community but only 105 members (6 members own multiple lots). According to this sentence my associate believes that the quorum for a meeting is 35 (33% of 105). "The presence in person or by proxy of 33% of the owners shall constitute a quorum at all meetings of the owners"

I understand her point that the language probably should have stated "the presence in person or by proxy of owners of 33% of lots shall constitute a quorum." But I still think it is or (should be) one vote per lot for achieving a quorum, not an percentage of the aggregate of members...If the quorum is to be 33% of the owners of lots then the number to achieve a quorum would differ as to whether members attending owned a few lots or one lot. In other words the Quorum could vary as much as 30 attendees(if all members attended who own multiple lots) and up to 38 attendees (if members who owned only one lot attended) Of course the quorum count is for attendees in proxy or in person.

What do you think? Does this sentence means 33% of "owners" rather than 33% of lots represented? "The presence in person or by proxy of 33% of the owners shall constitute a quorum at all meetings of the owners"

Thanks! Robin

TimB4 (Tennessee)
Posts: 21,062

Posted:

Robin,

I'm in a 130 lot HOA.
Our language is:

The presence at the meeting of members entitled to cast or of proxies entitled to cast, one-tenth (1/10) of the votes of the membership shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these Bylaws.

I agree, that whomever wrote your documents used poor language. They may have intended that it was 1 owner per lot OR they may have been trying to protect the membership during Declarant control (thereby preventing the declarant from having a general membership meeting with nobody else attending).

With what you provided, unless applicable laws override, I would have to agree that it's 33% of the members (not lots).

The fix is to amend the documents. I would recommend that anyway simply to lower the quorum requirement. We typically only have 22 to 25 in attendance in person or by proxy. You may find the same issue as the development ages.

RogerB (Colorado)
Posts: 5,067

Posted:

Robin, I suggest changing your Bylaws to define a quorum as "XX% of those persons eligible to cast a vote". Also, define that there is 1 vote per lot. That wording also provides for voting by proxy when a proxy is allowed. As Tim suggests at the same time the Bylaws are amended your HOA should consider reducing to 10% so a quorum can be more easily obtained.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By RobinL7 on 03/05/2017 11:21 PM

We are having a discussion about the quorum language in our Bylaws. We have 113 lots in our community but only 105 members (6 members own multiple lots). According to this sentence my associate believes that the quorum for a meeting is 35 (33% of 105). "The presence in person or by proxy of 33% of the owners shall constitute a quorum at all meetings of the owners"

I understand her point that the language probably should have stated "the presence in person or by proxy of owners of 33% of lots shall constitute a quorum." But I still think it is or (should be) one vote per lot for achieving a quorum, not an percentage of the aggregate of members...If the quorum is to be 33% of the owners of lots then the number to achieve a quorum would differ as to whether members attending owned a few lots or one lot. In other words the Quorum could vary as much as 30 attendees(if all members attended who own multiple lots) and up to 38 attendees (if members who owned only one lot attended) Of course the quorum count is for attendees in proxy or in person.

What do you think? Does this sentence means 33% of "owners" rather than 33% of lots represented? "The presence in person or by proxy of 33% of the owners shall constitute a quorum at all meetings of the owners"

Thanks! Robin

I say the above means the amount of owner's (105) not the amount of lots (113) thus 35 owners for a 33% of the 105 for a Quorum.

RobinL7 (North Carolina)
Posts: 45

Posted:

Thanks so much everyone. All your comments were very helpful!! Robin

JanetB2 (Colorado)
Posts: 4,219

Posted:

Quote:

Posted By JohnC46 on 03/06/2017 6:36 AM

Posted By RobinL7 on 03/05/2017 11:21 PM

We are having a discussion about the quorum language in our Bylaws. We have 113 lots in our community but only 105 members (6 members own multiple lots). According to this sentence my associate believes that the quorum for a meeting is 35 (33% of 105). "The presence in person or by proxy of 33% of the owners shall constitute a quorum at all meetings of the owners"

I understand her point that the language probably should have stated "the presence in person or by proxy of owners of 33% of lots shall constitute a quorum." But I still think it is or (should be) one vote per lot for achieving a quorum, not an percentage of the aggregate of members...If the quorum is to be 33% of the owners of lots then the number to achieve a quorum would differ as to whether members attending owned a few lots or one lot. In other words the Quorum could vary as much as 30 attendees(if all members attended who own multiple lots) and up to 38 attendees (if members who owned only one lot attended) Of course the quorum count is for attendees in proxy or in person.

What do you think? Does this sentence means 33% of "owners" rather than 33% of lots represented? "The presence in person or by proxy of 33% of the owners shall constitute a quorum at all meetings of the owners"

Thanks! Robin

I say the above means the amount of owner's (105) not the amount of lots (113) thus 35 owners for a 33% of the 105 for a Quorum.

John ... You are incorrect. If an Owner owns more than one LOT or UNIT then they would have one vote for EACH property they own. If they have 113 LOTS in their community it would take 37 to make quorum based on OP's statements. Sometimes two people can make a difference.

TimB4 (Tennessee)
Posts: 21,062

Posted:

Janet,

I agree with John or, perhaps because I posted earlier, John agrees with me.

Keeping in mind that a quorum is only to ensure that enough members are present to conduct business.
Each owner will still receive 1 vote per lot they own.

It's the language used that is the problem.

33% of owners is not the same as 33% of the lots (but it could be if each member only owned one lot).

We see this a lot with voting. This is the first I've seen it with quorums.
With voting we (the forum) have seen:

x% of voting power
x% of lots
x% of membership
x% of members present
x% of members eligible to vote
x% of votes cast

They all mean different things.

The language the OP provided plainly said x% of owners.

JanetB2 (Colorado)
Posts: 4,219

Posted:

Tim:

I would bet the CCR's will define "Owner" as something to effect of:

" "Owner"" shall mean and refer to the record owner, whether one or more persons or entities, of fee simple title to any Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation."

Most all CCR's will have a definition for "Owner". Most of those definitions will note that "Owner" is tied to either a Lot or Unit. The OP needs to refer to the CCR definitions and how Owner is defined. When quorum refers to either owners or units it is technically the same in most instances per the definitions.