Unreasonable Quorum requirements

DioL (California)
Posts: 10

Posted:

I am in California. We just had elections for our board and for the first time in a very long time (over 10 years), the board was challenged by 2 homeowners. 3 of the 5 board positions were up election. When the ballots were counted (according to all regulations), the 2 challengers and 1 incumbent had the most votes. There was no celebration as we didn't make quorum, which is 51%, we only had about 34%. We've never had this amount of votes before but it was not enough. I've requested (in writing) that quorum percentage be changed to a more reasonable number as we have never met quorum. 51% is reasonable for smaller complexes but we our complex has 243 units. Can I start a petition to request a change and if so, by how many petitioners?

Unfortunately, we are facing some very difficult challenges like drought, astronomical insurance increases, drought and an aging complex in terms of trees and plants.

SheliaH (Indiana)
Posts: 6,964

Posted:

Your documents should have information on how to call for a special homeowners meeting. Usually, it'll require a certain percentage of homeowners to request the meeting and then the board sets a date.

You can also attend the next board meeting to express your concerns. I agree 51% is quite high - in my community the annual meeting (which included board elections) must have at least 10% of homeowners to either show up or submit a proxy (which is a whole `nother conversation). Your documents may also address that.

You could start by getting more people to participate in the annual meeting by showing up or turning in proxies. It'll require a lot of walking around the neighborhood and talking to people. Perhaps the special meeting could be a town hall where you can brainstorm emerging issues the association must address sooner rather than later. This could lead to the formation of special advisory committees who can 3xplore certain issues in more detail like updating your documents to reduce quorum and more.

If it is not right do not do it; if it is not true do not say it. Marcus Aurelius

WendyM5 (North Carolina)
Posts: 1,522

Posted:

well what do your docs say is the percentage needed to change the rules so a lower quorum is needed? I'm betting it is at least the same if not higher 51%.

the real problem might be the board of directors is power hungry and doesnt' want to give up thier power. show up at every board meeting and request they voluntarily agree to give up thier position to anyone that defeats them in an election regardless of whether quorum is met.

vis ta vie

BillH10 (Texas)
Posts: 1,217

Posted:

DioL

I'm curious, if you did not have a quorum, how did you convene the meeting.

WendyM5 (North Carolina)
Posts: 1,522

Posted:

Quote:

Posted By BillH10 on 12/13/2022 5:34 PM
DioL

I'm curious, if you did not have a quorum, how did you convene the meeting.

quorum to vote is different than quorum to convene a meeting, many do not need the latter.

vis ta vie

MaxB4
Posts: 3,513

Posted:

In the association of 317 homes I once lived in, we had the same quorum. Hadn't reached quorum in the 9 years of existence and the only way to get on the board was to be someone's friend and also a friend of the MC and attorney. In 2010, on the advice of a law firm, we rewrote our Bylaws to eliminate quorum altogether. It took us 7 months, from start to finish, to rewrite and pass the new Bylaws.

If a quorum was not achieved, the association had no business opening and counting the ballots.

You could gather a petition of 5% of the membership to change, amend or restate the Bylaws to change or eliminate quorum, but you could run into stiff opposition from the Board, MC and/or attorney, it's called a power grab.

BillH10 (Texas)
Posts: 1,217

Posted:

Perhaps Wendy, I have heard of that but have never seen it.

It seems MaxB4 nailed my concern in his post. The ballots should not have been opened or tallied if the meeting could not be called to order.

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By WendyM5 on 12/13/2022 5:38 PM

Posted By BillH10 on 12/13/2022 5:34 PM
DioL

I'm curious, if you did not have a quorum, how did you convene the meeting.

quorum to vote is different than quorum to convene a meeting, many do not need the latter.

At an annual meeting, you cannot conduct business if a quorum, as specified in either your CCRs and/or Bylaws, is not reached, whether to vote or to convene a meeting.

DioL (California)
Posts: 10

Posted:

We did not vote at the annual meeting in November. We had the ballots mailed to us and had a certain time to vote and mail in to a professional election company. At the meeting in November (about 30 people attended), the financial budget was approved but the vote was extended for another month in order to meet quorum as our by-laws indicate. In December, we had 82 votes (in total) and they were counted. But it didn't matter that 2 new homeowners were in the top three, the board had not changed because we did meet quorum (50%) as required by our by-laws which by the way were written in 1982.

When I received the email from the Property Manager advising all of us that we did not meet quorum for the vote and therefore there was no change to the board, there was also an Inspector of Elections Report from the professional election company indicating we failed to meet quorum and therefore the ballots were not opened.

I've already contacted the PM requesting the Elections Report be corrected.

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By DioL on 12/13/2022 10:47 PM
We did not vote at the annual meeting in November. We had the ballots mailed to us and had a certain time to vote and mail in to a professional election company. At the meeting in November (about 30 people attended), the financial budget was approved but the vote was extended for another month in order to meet quorum as our by-laws indicate. In December, we had 82 votes (in total) and they were counted. But it didn't matter that 2 new homeowners were in the top three, the board had not changed because we did meet quorum (50%) as required by our by-laws which by the way were written in 1982.

When I received the email from the Property Manager advising all of us that we did not meet quorum for the vote and therefore there was no change to the board, there was also an Inspector of Elections Report from the professional election company indicating we failed to meet quorum and therefore the ballots were not opened.

I've already contacted the PM requesting the Elections Report be corrected.

I am kinda lost with your explanation. I would review your Bylaws to see if the quorum can be reduced after the first meeting. Many Bylaws will allow quorum to drop to 25% after the first meeting, but there is a procedure to be able to do that. Essentially, the first meeting would be 124 with the second meeting at 62. Remember, the ballots that were returned, even if they didn't show up for the actual meeting, count towards the quorum number.

MichaelS56 (Minnesota)
Posts: 859

Posted:

Quorum requirement is too high. Our Annual meeting requires only 10% of the owners present or by proxy to hold the meeting.

WendyM5 (North Carolina)
Posts: 1,522

Posted:

yes you can start a petition, but unless it has the backing of the Bylaws or CA state laws the board can just ignore it. what do your bylaws state about % of owners needed to change bylaw quorum rules?
some bylaws allow calling for another meeting with a smaller quorum needed.

vis ta vie

JohnC46 (South Carolina)
Posts: 14,265

Posted:

The first change our owners made was from a Quorum of 50% at the Annual Meeting in order to do business, including elections, to a Quorum of 20%. We needed 51% of all owners agreeing. We barely made it.

KerryL1 (California)
Posts: 14,550

Posted:

With Max, give us the exact quotation in your Bylaws (or other governing document) that states a quorum to elect directors is 51%.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Quote:

Posted By MaxB4 on 12/13/2022 10:57 PM

Posted By DioL on 12/13/2022 10:47 PM
We did not vote at the annual meeting in November. We had the ballots mailed to us and had a certain time to vote and mail in to a professional election company. At the meeting in November (about 30 people attended), the financial budget was approved but the vote was extended for another month in order to meet quorum as our by-laws indicate. In December, we had 82 votes (in total) and they were counted. But it didn't matter that 2 new homeowners were in the top three, the board had not changed because we did meet quorum (50%) as required by our by-laws which by the way were written in 1982.

When I received the email from the Property Manager advising all of us that we did not meet quorum for the vote and therefore there was no change to the board, there was also an Inspector of Elections Report from the professional election company indicating we failed to meet quorum and therefore the ballots were not opened.

I've already contacted the PM requesting the Elections Report be corrected.

I am kinda lost with your explanation. I would review your Bylaws to see if the quorum can be reduced after the first meeting. Many Bylaws will allow quorum to drop to 25% after the first meeting, but there is a procedure to be able to do that. Essentially, the first meeting would be 124 with the second meeting at 62. Remember, the ballots that were returned, even if they didn't show up for the actual meeting, count towards the quorum number.

I have seen many Bylaws that allow Quorum to drop by 50%. One HOA I was in it took us three meetings to get a Quorum.

MaxB4
Posts: 3,513

Posted:

Quote:

Posted By KerryL1 on 12/14/2022 9:35 AM
With Max, give us the exact quotation in your Bylaws (or other governing document) that states a quorum to elect directors is 51%.

Most Bylaws, especially those written in 1982 have a quorum set at a majority, 50% plus 1 or 51%. Some may have an adjournment clause that could allow a reduction to 25% if a certain protocol is followed.

KerryL1 (California)
Posts: 14,550

Posted:

Also, DioL, does your HOA have "section rules?" These are required for all CA HOAs.

DioL (California)
Posts: 10

Posted:

What is a section rule?

KerryL1 (California)
Posts: 14,550

Posted:

Yikes! So sorry, DioL. The correct title is Election Rules.