Specific question about a quorum

The current board has been going around on this for over a year. This is what the bylaws state;

Quorum. The presence at the meeting, in person or by proxy, of members entitled to cast a majority of the votes of each class of the membership will constitute a quorum for authorization of any action, except as may otherwise be provided in the declaration, the articles of incorporation, or these bylaws.

Does this mean we have to have 50% + 1 of the total members that are entitled to vote (everyone who is current), or does this mean that the majority of those who are entitled to vote who show up.

We have 1183 properties with less then half built on, and this has made it impossible to get enough entitled owers to the meetings.

I appreciate any help with this.

If I have left any information out that is important please let me know and I will provide it.

Jim

Thanks Roger,

The developer only has 6 or 7 lots that he has required, so we are not concerned with him hijacking the meeting. One thing we are going to try is, the BOD created a resolution that states any member that does not pay by January 15 will have there voting rights suspended, this would take them out of the numbers of "members entitled" to vote. We are hoping that we can get a majority of those who have paid though proxy or in person and be able to get a vote to amend the bylaws to only need 10% of the entitled members to make a vote. The bylaws state under BOD powers, "Suspend the voting rights and right to use of the recreational facilities of any member during any period in which such member is in default in the payment of any assessment levied by the association."

Any thoughts?

Thanks,
Jim

Jim,

Lets keep it simple and say that there is only one class of members and this voting class equals one vote per lot.

That said, it really becomes simple.

At a meeting of the members:

1183 properties = 1183 votes. A quorum would be met when you have 592 of those vote represented (be they in person or by proxy).

If out of those 1183 lots, 183 of them are behind in assessments and have had their voting privileges suspended then there would only be 1100 lots entitled to vote.

1100 lots entitled to vote = 1100 votes. A quorum = 551

If your talking about Board or Committee Meetings the number of those entitled to vote changes.

5 Directors sit on a Board = 5 votes. Quorum = 3.

Not having a quorum does not prevent a meeting from happening. It does prevent business from being approved (elections, bylaw changes, etc.).

I would suggest that your organization changes the quorum requirements for the future. Perhaps something like:

For general meetings: 10% of those entitled to cast a vote
For Changes to documents: 51% (or keep current wording)
For Assessment increases larger then the Board can authorize: Same as documents
For Special assessments: same as bylaws.

This way, elections and normal business can still continue even if you only have a small amount of owners interested in the dealings of the Association. This also protects the members when changes to what they agreed to is voted on.

Our documents, I live in VA, also have the following language, which you may want to consider:

"If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time-to-time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented."

"If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement set forth . . ., the required quorum at any such subsequentmeeting shall be one half (1/2) of the required quorum at preceding meeting. No such subsequent meeting shall be. held more than sixty (60) days following the preceding meeting."

We have fortunately never had to use this ability, but it's nice to know there are options if a vote is truly needed and a quorum isn't showing up.

Hope this helps,

Tim

For board meetings only 2 of the 3 directors need to be present, it has always been the general meetings that we could never get the required majority of current members to attend. In the past years (property owners took control in 2006) we have done letters and even called trying to get enough to make the majority. We have 5 sections each section has a different set of deed restrictions, and we also have 3 different billings schedules. Our goal is to make the deed restrictions and billing schedules uniform.

Thanks for your input,

Jim

Roger, The billing methods are in the deed restrictions, and we need the member vote to change those. I shouldn't have used the word "schedule", I should have said billing methods. One section is set up to pay a flat rate for lots of <1.5 acres and another flat rate for >1.5 acres, then we have other sections that are set up $xx.xx per acre pro-rata for the size of the lot. The BOD just wants to get all sections on the same sheet of music. Our deed restrictions for each section are all different, an example section 1, 2, and 5 do not allow any signs (including homes for sale), but section 3, and 4 do (with approval of the ACC).

Thanks again from everyone,

Jim

Tim

I live in California and have similar language in our By-Laws that pertain to Quorums. Here is my question. At an annual mmeting to elect three board members, if your quorum requirement is 159 members, 39 sent in ballots, no proxies and 18 of the 39 that mailed in ballots actually attended the annual meeting. What would you do next would you allow the 18 present to vote to adjourn to a new date that reduces the quorum requirement to 79?

Thanks