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CourtneyS2 (Texas)
Posts: 74
Posted:
Sorry this may be rather lengthy. Trying to determine if we meet quorum at our annual meeting for election.

Our by-laws state.
The presence at the meeting of members entitled to cast, or of proxies entitled to cast, one-fifth (1/5) of the votes of each class of the members shall constitute a quorum for any action except as otherwise provided in the articles of incorporation, the declaration, or these bylaws. If however such quorum shall not be presented or represented at the meeting another meeting may be called subject to the same notice requirement, and require quorum at the required quorum shall be one half of the required quorum at the preceding meeting.

Our CC and R's state:
At the first such meeting called the presence of members or of proxies entitled to cast 10% of the votes of the association's membership shall constitute a quorum. If the required quorum is not present or represented, another meeting may be called subject to the same notice requirements, and the required quorum at the subsequent meeting shall be one half (1/2) of the required quorum at the preceding meetings

Our community consist of 800 homes.

How many members would be required for quourom?

MaxB4
Posts: 3,513
Posted:
IMO, the requirement of the CCRs would have passed, so then you would use the Bylaws from now on. The quorum would consist of 160 and if that isn't reached then reduced to 80. Who votes to adjourn the first meeting to a second meeting?

The reference to the CCRs should be viewed carefully, as it may be tied to other issues, such as voting on a special assessment or changing the CCRs.

BenA2 (Texas)
Posts: 1,273
Posted:
Your bylaws appear to violate the CC&Rs. Under the hierarchy of documents, the CC&Rs overrule the bylaws so the quorum (including proxies) is 80 for the first meeting (10%) and 40 for the following meeting. That is assuming you have one vote per home.
MaxB4
Posts: 3,513
Posted:
Quote:
Posted By BenA2 on 11/01/2021 2:27 PM
Your bylaws appear to violate the CC&Rs. Under the hierarchy of documents, the CC&Rs overrule the bylaws so the quorum (including proxies) is 80 for the first meeting (10%) and 40 for the following meeting. That is assuming you have one vote per home.

The CCRs referenced only the first meeting.
CourtneyS2 (Texas)
Posts: 74
Posted:
So it would be 160? We definitely didn't have that many in attendance. Only about 60. How would it be handled if there was not a quorum.
AugustinD
Posts: 3,698
Posted:
CourtneyS2, is there more than one class of voters?
TimB4 (Tennessee)
Posts: 21,062
Posted:
I agree with Max, based on what was posted, the CC&Rs only specify the first meeting. Reading the entire section of the CC&Rs might have me change that opinion.

Per the Bylaws, the quorum is 1/5 or 160 lots represented (in person or by proxy). If a quorum is not reached (the presiding officer (typically the President) should ask the Secretary for a count at the beginning of the meeting), those present have the option to recess the meeting (and scour the development looking for owners to give proxies or attend) so a quorum is reached when the meeting is reconvened. The other option is to end the meeting (no business is conducted) and the board may schedule a new meeting (with proper notice to the membership about the new meeting) and the quorum at that meeting would be 80.

If a member suspects a quorum is not present, they should speak up at the meeting. If something was voted on at a meeting where a quorum wasn't present, that proposal would not be enforceable IF challenged in a court of law.

Note: Typically, the follow-on meeting is held within a month for a lower quorum to exist. However, without reviewing statutes or the governing documents, an argument could be made that as long as the follow up meeting was held anytime prior to the next annual meeting, the quorum requirement would be 1/2.
BillH10 (Texas)
Posts: 1,217
Posted:
Courtney

Please post the entire section/paragraph of both the Bylaws and the Declaration, including the titles, from which the extract you quoted was taken.

I have seen that language in Declarations, it generally refers to the Annual Meeting of the Association and not just some type of "first meeting" which does not reoccur. Please note if this is the case, the language in the Declaration trumps the language in the Bylaws regarding the quorum.
KerryL1 (California)
Posts: 14,550
Posted:
With bill, I'd like to see more, too. Feel like context is missing.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
Courtney

I agree with Bills when he said: the language in the Declaration trumps the language in the Bylaws regarding the quorum

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