Lowering the Quorum requirements?

Started by AdamL1 • 15 replies • 350 views

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AdamL1 (UnitedStates)
Posts: 559

Posted:

What does your HOA use for quorum minimum for annual meetings? Currently ours is 30% but upon reviewing records, it seems that most years do not get enough members, like not even close.

Our Board is moving to amend the Bylaws to reduce the quorum min to 10%.

Our Bylaws do have a procedure where if quorum is not met at first, then members may call a followup meeting with reduced quorum requirements.

Is there any pros or cons to just reducing the quorum requirement to 10% to begin with?

MaxB4
Posts: 3,513

Posted:

Per the advice/opinion of the attorney at www.davis-stirling.com, we eliminated quorum for everything in 2010.

AugustinD
Posts: 3,698

Posted:

For owners' meetings where directors are to be elected, I agree the bylaws should have no quorum requirement. More at https://www.davis-stirling.com/HOME/E/Eliminating-Quorum

For topics like CC&R amendments, the CC&RS usually already set a pretty high bar via a supermajority requirement for passage of the proposed amendment.

For bylaw amendments, I would require a simple majority of all owners to vote in favor, via ballot or presence at a meeting, with no quorum required.

KerryL1 (California)
Posts: 14,550

Posted:

Agree with Max & Augustin. Our restated Bylaws & CC&Rs, which will at worst be approved by a judge, eliminated quorum requirements for meetings of the members for election of directors and amendments to the Bylaws or CC&Rs.

But, Adam, must owners be present at meetings of the members in person or by proxy in ID? Or can members vote by mail, which counts towards quorum in CA?

If the former, with no quorum requirement and a poorly publicized annual meeting notice, and election materials being sent out late or whatever, couldn't attendance by proxy or in person be heavily dampened whereby a tiny % of owners who are "in the know" could elect directors?

Or are various notice requirements in place in your bylaws or state law to help assure all owners are well informed about an upcoming election of board members?

JohnC46 (South Carolina)
Posts: 14,265

Posted:

We, via aa owner voted on Bylaw change, reduced Quorum from 50% to 20%. A submitted Proxy counts toward Quorum.

BarbaraT1 (Texas)
Posts: 821

Posted:

10% for purposes of electing board members, 20% for anything else.

The argument against lowering it is always that it means a few people will make decisions for the whole community, but the same thing happens when you lower the quorum for subsequent meetings.

AugustinD
Posts: 3,698

Posted:

Quote:

Posted By KerryL1 on 04/15/2022 12:17 PM
If the former, with no quorum requirement and a poorly publicized annual meeting notice, and election materials being sent out late or whatever, couldn't attendance by proxy or in person be heavily dampened whereby a tiny % of owners who are "in the know" could elect directors?

Just having a conversation here. One reason the above does not bother me is because I think it's better than the incumbent directors continuing because a quorum could not be achieved. Given that all owners have a chance to vote, I am fine with a tiny number determining who the directors are.

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By BarbaraT1 on 04/15/2022 12:24 PM
10% for purposes of electing board members, 20% for anything else.

The argument against lowering it is always that it means a few people will make decisions for the whole community, but the same thing happens when you lower the quorum for subsequent meetings.

If it requires 51% to amend the Bylaws and 67 2/3% to amend the CCRs, what does a 20% quorum achieve? In regards to elections. The no quorum in elections makes it easier to elect Boards, but also it makes it just as easy to elect a new board the follow year, if you don't like the board you elected the year before.

KerryL1 (California)
Posts: 14,550

Posted:

Good points, Max & Aug. Let's see what the OP thinks re: his situation.

BarbaraT1 (Texas)
Posts: 821

Posted:

Quote:

Posted By MaxB4 on 04/15/2022 12:37 PM

Nothing, but it's the best I can do. Texas allows an HOA board to reduce quorum for the purposes of election to 10%. I'd need a vote of the membership to lower it beyond that, or to change the quorum requirement for any other issue requiring a vote of the membership. Can't lower quorum if you can't get quorum so...

TimB4 (Tennessee)
Posts: 21,059

Posted:

Ours are 10%.

No issues meeting quorum. Of course, that will depend on how large your Association is.

I could see good and bad for no quorum.
Good - get business done.
Bad - the board might not be as motivated in getting the word out (just the one mailing or announcement vs many notices).

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By TimB4 on 04/15/2022 1:42 PM
Ours are 10%.

No issues meeting quorum. Of course, that will depend on how large your Association is.

I could see good and bad for no quorum.
Good - get business done.
Bad - the board might not be as motivated in getting the word out (just the one mailing or announcement vs many notices).

Our Bylaws say owners must be notified of an Annual (or General Membership) Meeting 30 days in advance via USPS.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Quote:

Posted By JohnC46 on 04/15/2022 1:59 PM

Our Bylaws say owners must be notified of an Annual (or General Membership) Meeting 30 days in advance via USPS.

I would suspect that most do.

The lack of motivation could include: No additional mailings, no mention on website, no signs in development, etc.

Again, I said MIGHT. It would depend on the character of the board.

KerryL1 (California)
Posts: 14,550

Posted:

Yes, Tim, that's what I was trying to write above. And we know form this forum that there ARE dishonest Board, abusive Board, etc. that would put out the barest minimum permitted by their Bylaws or state laws.

As noted above, our Assn is eliminating quorum in our restated Bylaws. BUT, this Assn., because of mail-in (absentee) ballots, never had any trouble meeting and well exceeding the 25% quorum requirement.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

In the past we would not have made our Annual Meeting 20% Quorum had it not been for proxies. We will see what happens next week at our first face to face meeting in 2 years. All 5 BOD positions up for election. 3 of us (myself included) presently on the BOD will rerun.

KerryL1 (California)
Posts: 14,550

Posted:

Yes, Tim, that's what I was trying to write above. And we know from this forum that there ARE dishonest Boards, abusive Boards, etc. that would put out the barest minimum permitted by their Bylaws or state laws. Or "post" in the most obscure place.

As noted above, our Assn is eliminating quorum in our restated Bylaws. BUT, this Assn., because of mail-in (absentee) ballots, never had any trouble meeting and well exceeding the 25% quorum requirement. Also, both our Bylaws and state statutes and our state-required Election Rules assure plenty of notice to owners.

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