JohnP47 (Washington)
Posts: 31
Posts: 31
Posted:
I'm in need your wisdom.
I live in Washington State and just became Board President (for the 3rd or 4th time. It's a tiny condo). Looking over our bylaws to draft an amendment to modernize what means we can use to notify owners (it actually says telegraph is allowed), I noticed this interesting clause on quorum.
"2.2.2 Quorum. Except as otherwise provided in these Bylaws, the presence in person or by proxy of a majority of owners as above defined shall constitute a quorum. An affirmative vote of a majority of the owners present, either in person or by proxy, shall be required to transact business; provided, however, that no business shall be transacted unless a minimum of thirty percent (30%) of all of the owners, either in person or by proxy, vote affirmatively, and no director shall be removed unless a majority of all of the owners vote affirmatively for removal."
Right off, I see this needs amending because it confuses 3 things: quorum, passing motions, and removing a director. So, I tinkered with it. I removed the part about removing directors because it's covered elsewhere. For the rest:
"2.2.2 Quorum. The presence in person or by proxy of a majority of owners (as defined in 2.2.1) makes a quorum.
"INSERT NEW: 2.2.3 Motions. An affirmative vote of a majority of the owners present, either in person or by proxy, shall be required to pass motions unless a higher majority is required by these bylaws, other governing documents, or by law."
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Here's my question: what purpose is served by this clause: "no business shall be transacted unless a minimum of thirty percent (30%) of all of the owners, either in person or by proxy, vote affirmatively."
Imagine just 51% of the owners attend live or by proxy the annual meeting. That makes the quorum. Then we vote on a contested motion, and again, 51% of those attending vote Yes. But this is only 26% of all the owners. What happens to the motion? Does it fail? Are the absent owners to be polled to break the impasse? Why should the 49%, who got the same notice as everyone else and for whatever reason couldn't make this important enough to attend or provide a valid proxy, get this type of implicit power to block action through their indifference? Presumably, by not attending/giving a proxy they have voluntarily shucked off having much of a say.
I'm ready to be enlightened.
I live in Washington State and just became Board President (for the 3rd or 4th time. It's a tiny condo). Looking over our bylaws to draft an amendment to modernize what means we can use to notify owners (it actually says telegraph is allowed), I noticed this interesting clause on quorum.
"2.2.2 Quorum. Except as otherwise provided in these Bylaws, the presence in person or by proxy of a majority of owners as above defined shall constitute a quorum. An affirmative vote of a majority of the owners present, either in person or by proxy, shall be required to transact business; provided, however, that no business shall be transacted unless a minimum of thirty percent (30%) of all of the owners, either in person or by proxy, vote affirmatively, and no director shall be removed unless a majority of all of the owners vote affirmatively for removal."
Right off, I see this needs amending because it confuses 3 things: quorum, passing motions, and removing a director. So, I tinkered with it. I removed the part about removing directors because it's covered elsewhere. For the rest:
"2.2.2 Quorum. The presence in person or by proxy of a majority of owners (as defined in 2.2.1) makes a quorum.
"INSERT NEW: 2.2.3 Motions. An affirmative vote of a majority of the owners present, either in person or by proxy, shall be required to pass motions unless a higher majority is required by these bylaws, other governing documents, or by law."
-------------
Here's my question: what purpose is served by this clause: "no business shall be transacted unless a minimum of thirty percent (30%) of all of the owners, either in person or by proxy, vote affirmatively."
Imagine just 51% of the owners attend live or by proxy the annual meeting. That makes the quorum. Then we vote on a contested motion, and again, 51% of those attending vote Yes. But this is only 26% of all the owners. What happens to the motion? Does it fail? Are the absent owners to be polled to break the impasse? Why should the 49%, who got the same notice as everyone else and for whatever reason couldn't make this important enough to attend or provide a valid proxy, get this type of implicit power to block action through their indifference? Presumably, by not attending/giving a proxy they have voluntarily shucked off having much of a say.
I'm ready to be enlightened.