Action Without Meeting.

I composed a ballot amendment form pursuant to By-Laws Article III SECTION 12. ACTION WITHOUT MEETING - Any action required or permitted to be taken by the OWNERS may be taken without a meeting if the number of the OWNERS required by the DECLARATION, these BY-LAWS or applicable law consent in writing to the adoption of a resolution authorizing such action and the writing or writings are filed with the records of the ASSOCIATION

If 2/3rds of the Homeowners are required to amend the By-Laws, then does that mean 2/3rds of ALL Homeowners in the association, OR does it mean 2/3rds of the votes that would typically be cast at a meeting at which a quorum is present. Our HOA is made up of 126 Homeowners and our quorum is half (63).

Any help or comment is much appreciated, thanks!

Mark,

Expecting that your Association must comply with NY Not-for-profit corporation act (if not, tell which act you would fall under), per section § 614. Action by members without a meeting see: https://www.nysenate.gov/legislation/laws/NPC/614

You need unanimous consent for an action without meeting. It is possible that your Bylaws are in conflict with this law (however, I did not do a whole lot of research into it).