Quorum for electing Board Members

Started by MarkB28 • 14 replies • 265 views

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MarkB28 (New York)
Posts: 40

Posted:

I'm having a difficult time understanding my HOA's bylaws in regards to establishing a quorum in order elect Board members.

I could start copying and pasting all the different sections of the Bylaws that refers to quorums and meetings and elections, but there are so many sections and subsections in reference to those things that I would only be confusing myself and others.

So I'm asking in general, in order to elect Board members at a "Regular/Organization Meeting" does a majority of the Owners have to be present in order to conduct the business of electing Board Members?

There are 126 Units in the Association. Gathering a majority would be difficult, but I suppose possible.

Thanks

-Mark

TimB4 (Tennessee)
Posts: 21,059

Posted:

Sorry, but you will need to read your governing docs.

A quorum for a general membership meeting can be anywhere from 10% to a majority (50% +1).

Once a quorum has been met, you may conduct business - which includes electing directors.

A quorum for board meetings is typically 50% + 1.
So if you have 5 Director positions, a quorum would be 3

TimB4 (Tennessee)
Posts: 21,059

Posted:

Mark,

You can email me the documents and I can give you my opinion on what they say about quorums if you want.

My email is [email protected]

CathyA3 (Ohio)
Posts: 6,299

Posted:

Assuming your bylaws are similar to most others and you hold your elections at the annual meeting of the membership, that's your quorum.

If the homeowners have called a special meeting to remove and replace one or more of the current board members, then the quorum needed is the one for special meetings. This may or may not be the same percentage needed for the annual meeting.

CathyA3 (Ohio)
Posts: 6,299

Posted:

Quote:

Posted By CathyA3 on 11/03/2022 6:23 AM
Assuming your bylaws are similar to most others and you hold your elections at the annual meeting of the membership, that's your quorum.

If the homeowners have called a special meeting to remove and replace one or more of the current board members, then the quorum needed is the one for special meetings. This may or may not be the same percentage needed for the annual meeting.

Forgot to add: ignore the quorum for board meetings, that's different. You're interested only in meetings for the membership.

AugustinD
Posts: 1,027

Posted:

I agree with the responses above. I few other suggestions:

-- The tried and true traditional way of helping ensure quorum is met is to knock on doors or phone call owners, asking the owners to assign their proxy to you. If you knock on doors, have blank proxy forms with you, and see if the owner will sign the proxy form and give it back to you right then and there.

-- If your board wants to ensure a quorum, it could review the possibility of absentee voting. Nationwide many companies now specialize in, and offer this service, along with running the election in general.

-- Keep in mind that, if quorum is not met, chances are high that New York statutes say that the incumbent directors continue as directors. These directors have the right to resign, of course, but if they do not resign, they simply continue. Some folks call this "boards becoming entrenched through devious means." I say: Not so. The prior board continues because owners are satisfied enough that they see no need to vote and so have in fact consented to the prior board continuing.

MarkB28 (New York)
Posts: 40

Posted:

Thank you to everybody for you help. I greatly appreciate it.

I'm beginning to grasp the scope of the issue.

There are two types of meetings from what I can gather.

A Board of Directors meeting and a Owners meeting.

I believe according to the Bylaws a majority of Board Members or Owners must meet, by person or proxy, in order to establish a Quorum in their respective meetings.

Board Members are elected at the Owners meetings. Therefore, in order for the meeting of Owners to conduct business, it requires a quorum of a majority.

With 126 units within the Association, that would require 64 Owners, by person or proxy, to conduct an election of Board Members.

Last night there was a special meeting to elect Board Members. I would say approximately 30 people showed up. There may have been a few proxies but ultimately I believe we fell short of a Owners Meeting quorum. Nevertheless 3 people were nominated and elected, including me, to serve on the Board.

I want to serve the Association as a Board Member but I am concerned in the legitimacy aspect of the Election.

-Mark

AugustinD
Posts: 1,027

Posted:

MarkB28, was this a special meeting to recall and directors and then elect replacements, all at one meeting?

Or by any chance were there empty seats on the board, and the directors on the board prior to the meeting decided to call a special meeting to fill the seats? (Which hopefully is consistent with state statutes and the bylaws.)

Is this a co-op?

Is the vote for each unit weighted pursuant to say, the floor area of the unit relative to the total floor area of all units?

AugustinD
Posts: 1,027

Posted:

You ought to take up TimB4 on his offer. I have been posting here several years. I know Tim to be quite experienced and he will likely be able to fly through your HOA/COA/Co-op's governing documents and possibly give significant insights. He and I do not always agree, but he knows what he is doing and will have good reason behind any advice he offers.

MarkB28 (New York)
Posts: 40

Posted:

I think I'm going to heed the advice of one of the previous posters that suggested in accordance to NY Non-for-profit law. If Board Members are unable to be elected, then previous Board Members serve until a new ones eventually are in place.

AugustinD
Posts: 1,027

Posted:

If this HOA/COA/Co-op is a nonprofit corporation, then the New York nonprofit corporation statute applies. This section is relevant:

Each director shall hold office until the expiration of the term for which he is elected or appointed, and until his successor has been elected or appointed and qualified.

See
https://codes.findlaw.com/ny/notforprofit-corporation-law/npc-sect-703.html
and
https://codes.findlaw.com/ny/notforprofit-corporation-law/

KerryL1 (California)
Posts: 14,550

Posted:

You've made good progress, MarkB. You now know the difference between and Owners meeting and a meeting of the board of directors. Owner meetings are usually called meetings of the Members.

Your bylaws will say there should an annual meeting of the members (owners) to elect directors. The other type of members meetings is a special meeting of members for various purposes, but could include a meeting to elect directors because, for example, all had resigned. Or, to recall directors. Or to amend the CC&Rs or bylaws.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Mark,

I took a look at your email and sent a reply.

For others on this site, Marks Bylaws specify:

1 vote per lot Class A members (normal owners)
10 votes per lot Class B members (builders/developers/sponsor)

A majority of each class is a quorum.

Expecting that the developer is out of the picture and there are only Class A members, A quorum would be 64

(126 divided by two plus 1)

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Mark

Typically BOD Members are elected as part of doing business at the Annual Meeting. That said, in order to do any business typically a Quorum must met. I have seen Quorum requirements as low as 10% of owners, and as high as 50%. Typically when a Quorum is not met, there is no business done including BOD elections and the existing BOD Members stay in place.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By JohnC46 on 11/03/2022 9:37 AM
Mark

Typically BOD Members are elected as part of doing business at the Annual Meeting. That said, in order to do any business typically a Quorum must met. I have seen Quorum requirements as low as 10% of owners, and as high as 50%. Typically when a Quorum is not met, there is no business done including BOD elections and the existing BOD Members stay in place.

ADD ON

Typically for a BOD Meeting, a Quorum is the majority of BOD Members in attendance. Three out of five. Four out of seven, etc.

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