Proxies & quorum requirements

Our annual meeting is tomorrow. Today someone mentioned that proxies do not count towards establishing a quorum and that they only count towards voting issues. We sent out a proxy to be returned if one was unable to attend the meeting and think we have enough proxies to hold our meeting tomorrow with the number of attendees expected.

What is the correct thought on this?

We just adopted bylaws a little less than a year ago and our bylaws are vague in that area, among others. We will need to do some tweaking. Thanks. We just want to be sure we are operating properly.

Check out Roberts Rules of Order according to them a proxy does not count toward a quorum only those present at the meeting (unless of course your by-laws say differently).

BB5,

Florida Statutes on Proxy use overrides RRoO. Those Statutes must be followed and the governing documents will state how and what the proxy must be used for. The gov. docs may also say that proxies may not be used.

Diane,

In reading the section of your bylaws that you posted, proxies CAN be used to count toward the quorum. The quorum requirement is 30% of the "voting interests" who shall cast their vote in person or by proxy. If proxies are counted toward the vote then they must be counted toward the quorum, IMO.

If the required % of members voting was meant to eliminate those members NOT in good standing, it would say a % of the "eligible" members. But, when it says a % of the "voting interests" that definitely means all the members of the assn.

Remember that if you change the quorum requirements you will be drastically cutting the number of members it takes to elect the board members and anything else that the quorum is for. For example, if there are 100 members in your assn, the quorum is 30% with a majority vote to pass an issue, that means only 16 members (16%) could effectively elect the board or pass an amendment to your community documents. 30% x 100 = 30 x 50% + 1 = 16 That, in itself, is rather low; however it will be even lower if you change that quorum requirement to 20%, which would mean only 11 members (11%). 20% x 100 = 20 x 50% + 1 = 11 Just some food for thought about reducing the quorum requirement and as long as proxies can count toward the quorum there shouldn't be a problem. However, if the BOD is insistent that it doesn't then I would definitely recommend amending the bylaws to state that proxies do count toward a quorum instead of changing the quorum requirement. I've always been of the opinion that it should take at least a majority vote of the members to amend the community documents.

Thank you Mary. So a quorum would be established by 30% of the "voting interests". In our case 147 lots=44 in attendance by person or proxy. We have one individual holding 45 lots out of the 147 that is ineligible to vote because of failure to remain current on dues. So his proxies may be used to establish a quorum but he may not vote on issues. So when voting occurs, the majority of the remaining eligible members determine the outcome. Am I understanding correctly here?

Diane,

It depends upon what your docs say about voting -- you only posted the quorum requirements. If it says "all members eligible to vote" then, yes that would only be those members who are in good standing.

Wow! Who is this person who can afford to buy 45 lots but can't afford to pay the assessments on them? Hope you're going after him!

And our lawyer has sent an intent to foreclose letter on the 15 lots currently having liens. The developer has 10 more days left on the 45 day letter.