Bylaw Voting

What is the voting procedure for changing or amending Bylaws to an Association. Our requirements are 51%. Is that 51% approval or yes or just a 51% quorum whether they vote for approval or not. Our PM says that you just need 51% to sign a proxy form for quorum purposes only.

Actually Richard the section in your By-Laws on amending is poorly written and confusing IMHO but as I read it you need 51% member approval. The operative word in the section is and meaning both are required. So as I read it you are required to have a quorum of 51% (you can’t require more or use the reduced quorum section) AND 51% of ALL members must approve the changes. Also D-S requires it be done by secret ballot.

ARTICLE 9 - AMENDMENT
So long as the two-class voting structure provided for in the Bylaws shall remain in effect,these Bylaws may be amended only by the vote or written assent of at least fifty-one percent (5 1%) of the voting power of each class of Members. At such time as the Class B membership shall cease and be converted to Class A membership, amendments to these Bylaws shall be enacted by requiring the vote or written assent of:

(i) At least fifty-one percent (5 1%) of a quorum of the Members of the Association, but not more than fifty-one (5 1%) of the voting power of the Association; and

(ii) At least fifty-one percent (5 1 %) of the votes of Members of the Association other than Declarant.

Notwithstanding the foregoing, the percentage of a quorum of the Members or of the votes of Members other than the Declarant necessary to amend a specific provision in these Bylaws shall not be less than the prescribed percentage of affirmative votes required for action to be taken said provision.

Oops I meant: So as I read it you are required to have a quorum of 51% (you can’t require more or use the reduced quorum section) to hold the vote AND 51% of ALL members must approve the changes. Also D-S requires it be done by secret ballot.

John, it sounds to me as if the Board is trying to pull a fast one. Since the BOD says that is what is required rather than what is in your CC&R's then they need to be the one to produce it.

John

As a Mortgage Banker, I can assure you that there is NO requirement that the Board is suggesting. Government agencies do have some requirements, but only for the stability of HOA's mainly as it relates to delinquencies.

John, I hope your Bylaws actually do not state "51% vote to amend them". That wording is ambiguous. If stated accurately, I suggest your HOA amend their Bylaws. For example: "These Bylaws may be amended, at a duly called meeting of the Members, by a vote of a simple majority (over 50%) of the votes of a quorum of Members present in person or by proxy."

Well Richard makes a good.
However, rules seldom fit the lot. Mu place needs fifty one percent of the membership of 65 owners. We have never failed to makes quorum becaause we have a active program to beat the drums for the annual meeting, so we are comfortable. It is not abnormal for some associations not to get ten persent show up. So, is the solution to make this number float around at the different HOA's. As you know it can't be that way because it would require too many covenant changes. My suggestion is to err on the lower % number. If your board CAN start a communication committee that will help to get out the members. Start with a good small number, %, and shoot for as good small number of live attendees and work toward the higher percentages as the lower percentages are dangerous if a rogue board steps in. The board should look at the big picture, meaning member interest, and give that issue some strong attention. The percentages are only important when things are going bad and owner interest is in the pits.

Well Richard makes a good.
However, rules seldom fit the lot. Mu place needs fifty one percent of the membership of 65 owners. We have never failed to makes quorum becaause we have a active program to beat the drums for the annual meeting, so we are comfortable. It is not abnormal for some associations not to get ten persent show up. So, is the solution to make this number float around at the different HOA's. As you know it can't be that way because it would require too many covenant changes. My suggestion is to err on the lower % number. If your board CAN start a communication committee that will help to get out the members. Start with a good small number, %, and shoot for as good small number of live attendees and work toward the higher percentages as the lower percentages are dangerous if a rogue board steps in. The board should look at the big picture, meaning member interest, and give that issue some strong attention. The percentages are only important when things are going bad and owner interest is in the pits.

Well Richard makes a good.
However, rules seldom fit the lot. Mu place needs fifty one percent of the membership of 65 owners. We have never failed to makes quorum becaause we have a active program to beat the drums for the annual meeting, so we are comfortable. It is not abnormal for some associations not to get ten persent show up. So, is the solution to make this number float around at the different HOA's. As you know it can't be that way because it would require too many covenant changes. My suggestion is to err on the lower % number. If your board CAN start a communication committee that will help to get out the members. Start with a good small number, %, and shoot for as good small number of live attendees and work toward the higher percentages as the lower percentages are dangerous if a rogue board steps in. The board should look at the big picture, meaning member interest, and give that issue some strong attention. The percentages are only important when things are going bad and owner interest is in the pits.

Thanks again to everyone who is helping me out.

In response to Roger, Richard and Robert, what I wrote is my understanding of the language.

Here is the actual text from our by-laws. FYI section (a) talks about the class B member (which not longer exisits) and section (c) talks about how the board can amend the bylaws.

(b) By Members Generally. Except as provided above, these By-Laws may be amended only by the affirmative vote or written consent, or any combination thereof, of members representing at least 51% of the total Class “A” votes in the association, and the consent of the Class “B” Member, if such exists. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less that the prescribed percentage of affirmative votes required for action to be taken under the clause.

We have 530 homes, so I interpret this to mean 271 affirmative votes. At one point, I thought it meant 51% of the members in attendance at the meeting.

Here is what the GA Code says. I think (3) is want applies to us.

§ 14-3-1022. Voting by classes of members

If the articles or bylaws provide for voting by classes of members, then unless the articles or bylaws provide otherwise:

(1) The members of a class are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a different manner than such amendment would affect another class or members of another class;

(2) If a class is to be divided into two or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment; and

(3) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

I think since our by-laws say 51% the (3) does not apply.

John,

#1. I agree with Richard.
#2 I don't believe the Ga requirement as far as your association is concerned is germane.
#3 I would think the mail in would not be a proxy. The draft of the proposal to amend the documents and how would have to be sent by mail to each owner, and extra copies made, there should be spaces for signing and a selection for yes or no. Instruction as to when the vote is due by post mark, likely a couple days before the announced meeting, An explanation that in person voting can be done up to a specific time after the opening of the meeting. This in effect is a mail in ballot and for my money a much better way for associations to handle voting on anything.

I would have extra copies to use for beating on doors to get out the vote, some will swear they didn't get them. This beating on doors is not all bad.......it demonstrates a presence of the associations concern and may open a door for a member actually coming to the meeting to vote. All votes and ballots should be counted and verified at time of meeting by a couple volunteers and the results read and a formal notice of acceptance or not.

With such a large group, the Board should consider hiring a parliamentarian to run meeting from a front table seat with the Board. Keep the agenda tight, controlled and don't let it get out of hand with items not on agenda. Consider holding meeting for amendment at time of annual meeting as a special meeting held right before annual meeting. Allows to get the amendment done and out of way. IMHO