Declaration Amendement 2/3 Vote

We are looking to make a change to our declaration document and the revision section states:

"This Declaration may be changed, modified, or rescinded by an instrument in writing, setting forth such change, modification or rescission, signed and acknowledged by the President or a Vice-President of the Association, and approved by the Owners having two-thirds (2/3) or more of the total votes for each class of voting membership then in existence, after notice and a meeting of the Members has been held for such vote."

We are a fully built out community of 600 homes so we were always told that to get any changes done, it would have to pass with at least 400 yes votes once ballots are sent out.

I feel like the last part of the revision language outlines this process as needing to hold a meeting of the members. The bylaws outline that a quorum of a meeting of the members is 20% of homes.
So in this case, 20% of 600 is 120 needed to hold quorum and then we would need 2/3 of 120 at a minimum to pass changes.

Thoughts?

I agree with this, it is 2/3 of the members, not 2/3 of members at a meeting. When we did our amendments, we didn't even have a meeting, the amendment package was distributed to each member, and returned to the board. That was hard enough, including lots of door to door work. I can't imagine getting enough votes to pass an amendment in a meeting context.

First, chances are the Declaration was written before voting online was well-developed.

Second, meetings are often held for votes on amendments so that each side may present its arguments. Then people vote.

Third, where votes require only a percentage of those in attendance (in person or by proxy), the language is much more clear than what your Declaration has.

Fourth, Declarations (CC&Rs) are purposely written to be difficult to amend. The thinking is that those who own land subject to covenants should be able to rely on the covenants not being changed easily. The high "affirmative" percentage required for amendments promotes stability.

Fifth, perhaps others will respond. If folks here mostly agree that the magic number is 400 (assuming each lot has the same percentage voting interest as all other lots), then I trust you know your next step is to go to an attorney for her opinion.

What we were told was that there would be no meeting of the members - only paper ballots and online voting sent out to all homeowners with some type of timeframe for ballot/voting collection. So that's how they came up with the 400 votes to pass.