Is a quorum the members in goodstanding?

Started by ShelleyD • 10 replies • 1834 views

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ShelleyD (Florida)
Posts: 42

Posted:

Can anyone tell me what quorum is? I mean if you have 200 people in an association and you need 51% to vote for elections... Does this include the people who have not paid there dues? Our by-laws read: The members holding 51% of the votes which may be cast at any meeting shall constitute a quorum at such meeting. I read it as 51% of the members in good standing and so does my personal attorney. Our secretary is saying that it is 51% of the total membership, which it does not say that in our bylaws. They would not let us verify the election either. Is there a state law that I could look up? I am in Michigan. Thank you to anyone that responds.

GlenL (Ohio)
Posts: 5,491

Posted:

IMO it would depend on how it was written. If it requires 51% of homeowners then you would need 101 to make quorum. However if it read 51% of qualified voters and eight couldn't vote because they were in arrears (providing you can disqualify for that reason) you would need 97 to make quorum.

Studies show that 5 out of 4 people have problems with fractions

SusanW1 (Michigan)
Posts: 5,202

Posted:

"The members holding 51% of the votes which may be cast at any meeting shall constitute a quorum at such meeting."

What a horribly written sentence to establish a quorum.

If you have 20 people show up, and 11 of them decide to vote, that's "members holding 51% of the votes" which may be cast at any meeting . . .'

Why didn't it just say a quorum is comprised of 51% of members in good standing.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Shelly,
If I had a personal lawyer I could consult, I would take his word. He is probably aware of the State Law that may prevail or a clean read on you documents. Most documents are copies of others (good and bad) and do need clarification at times and it can be sticky. But. hey, it is not a bad move to believe your attorney, in spite of what you read and I might say on occasion. Ask him to write out his opinion and take it to whoever and ask them to disprove it.

AnneH2 (Florida)
Posts: 82

Posted:

I have seen docs written both ways. Some just state "members", in which case all memebers are considered for the purpose of a quorum. Some say "members in good standing", in which case those in arrears are not considered for purposes of a quorum.

If your attorney interprets "members" to mean "in good standing", does your state law speak to this? Maybe there is a definition in your state law that is being used in the attorney's opinion.

SusanW1 (Michigan)
Posts: 5,202

Posted:

In any case, the board should make sure that the bylaws are understandable and there is no doubt in the interpretation. Work to change the wording of that particular section.

RogerB (Colorado)
Posts: 5,067

Posted:

Shelley, a quorum is usually stated in the Bylaws as XX% of all members (or all members in good standing). The statement "The members holding 51% of the votes which may be cast at any meeting shall constitute a quorum at such meeting" makes no sense. If it is interpreted as as 51% of all members who are eligible to vote (which it does not) then it is probable you may never have sufficient attendance to achieve a quorum. If it is defined so that only those members present at a meeting may cast votes, then there is always a quorum so long as one member is present. Your Bylaw is very poorly worded and needs to be amended.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

RogerB,
I remember a while back we had this discussion. I happen to agree this 50% and beyond is not reasonable to have a quorum, as you suggested at the time. I suggested 25% to my Board. Lord, you would have thought I wanted to get rid of one of the ten commandments. All this from a Board that insisted on having closed meetings when open meetings are allowed and recommended.
So our quorum is still 51% and each year they rely on sending out proxies to make sure the get quorum. Of course these are assigned proxies and the receiver can vote them on any issue at the meeting, generally. We now have open Board meetings though.......after 27 years.

RobertR1 (South Carolina)
Posts: 5,164

Posted:

Also,
A question here that Shelly needs to answer?

Goes your documents mention Proxies? Do you use Proxies.
If so, how do you consider them?

MaryA1 (Arizona)
Posts: 7,043

Posted:

Shelly,

I agree the bylaws article as written is a bit ambiguous. Is there an article which states a member loses his voting rights if delinquent in assessments or in violation of the CCRs? If so, then I would interpret "members holding 51% of the votes which may be cast" to mean the members who are in good standing. However, if there is not such an article, then I would interpret the bylaws article to mean 51% of the members of the assn.

BTW, what do you mean by saying "they" would not let "us" verify the election? What do you mean by "verify"? I think by saying "they" you mean the BOD, but who do you mean by saying "us"?

JeffT (Maryland)
Posts: 83

Posted:

To make a quorum our docs state:
"The presence at the meeting of the members entitled to cast, or of proxies entitled to cast, ten percent of the vote..."

Our docs also allow us us to suspend voting rights under the enforcement and sanctions sections.

So my view is that the board should properly suspends voting rights. Once that happens, then they are not entitled to cast a vote. Effectively removing them from the 10% calculation.

IE: 350 units = 35 to constitute a quorum normally. Suspend voting rights of 10 units. Now 340 units = 34 to constitute a quorum.

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