Quorums

We've established standards for quorums in our Bylaws, and are preparing to reduce the required physical/proxy attendees due to difficulties in the past in securing a quorum at the annual meeting and some special meetings.

In looking at various forms of proxy votes on the internet, I cam across one that (more or less) states: "If you do not attend in person, or transmit your proxy vote, your vote will be cast by the Board of Directors."

Does this not remove any need for a quorum? Is it legal?

Actually, lack of a Quorum is a big deal. If at your annual meeting you are to approve a budget, elect new officers, or offer an amendment to the bylaws, a lack of a quorum means none of that gets done. Of course, there are usually fall back positions which subsequently lower the number comprising the quorum, but at least in our association, this reduced number isn't effective until a new meeting is called two weeks later. That rescheduling requires another first class mailing, etc.

If the wording I provided is ripe for litigation, I wonder what damages plaintiffs would claim.

I disagree.First, I said the wording invites litigation.

Second, injunctive relief is far more likely than an award of damages (money).

https://www.davis-stirling.com/HOME/M/Member-Quorum

Shelia might be right for very small HOAs. Our annual meeting are much smoother with the elimination of all recommended below from our Bylaws. We also eliminated nominations form the floor.

"Eliminating Quorum"


“…No Benefit to Quorum. As most associations already know, requiring a quorum only causes aggravation and expense. Many owners will either sign blank proxies or send blank ballots to help meet quorum. That does not make for better elections. Forcing owners to vote may decrease the quality of elections if people don't care and simply vote for the first name on the ballot. People who care about the election should decide the outcome."

 "By eliminating quorum requirements for the election of directors, board elections become like all other elections at the municipal...levels. In other words, elections are determined by those who are interested enough to vote. This eliminates wasted time and money holding multiple meetings trying to achieve a quorum. The Davis-Stirling Act [Calif only] anticipates the removal of quorum requirements: 'A quorum shall be required only if so stated in the governing documents of the association or other provisions of law.' (Civ. Code § 5115(d).)"

Recommendation: In addition to eliminating quorum requirements for the election of directors, associations should consider eliminating cumulative voting and proxies.

The Board can call for a meeting any time it wants, and lot owners are free to either attend or submit PROXY ballots.

In our case, we do not entertain votes on any issue that is not previously submitted to the BOD so it can be included on the published Agenda (or not). The "or not" means an issue was submitted, but it did not meet criteria, i.e. it was not legal. A recent example was a move by one lot owner to prohibit political signage. While a majority of residents might want to vote yes, our state law says it is allowable. So that was not included on the agenda. Everyone submitting a proxy ballot knows exactly what the ballot will be used for per the prepublished agenda.

I did find the 10 - 15% rule for quorums interesting. In our case, a small association of 16 homes, that would be 2 people. A quorum would be present if only two of our three directors showed up!

Summarizing what I read here, the elimination of quorums appears more widespread and acceptable than I would have guessed. And for those who fear the hostile takeover of their association by bad people, just show up and vote or submit a proxy ballot to someone who is actually willing to show up and vote for you.

Anyone reading this who thinks they may want to elemenate quorum, needs to learn if it's permitted by their state, before revising their bylaws.