Amending Bylaws-Vote Percentage

Started by RichardP13 • 3 replies • 2684 views

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RichardP13 (California)
Posts: 1,767

Posted:

I am in the final stages of restating/rewriting our Bylaws. Below is from our current Bylaws and specifies what percentage is needed to make changes. Someone want to take a stab at coming up with an answer. It appears to have two parts. We have 317 homes. Our present quorum is a majority of the voting Members.

Thanks

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 (51%) 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 (51%) of a quorum of the Members of the Association, but not more than fifty-one (51%) of the voting power of the Association; and

(ii) At least fifty-one percent (51%) 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.

GlenL (Ohio)
Posts: 5,491

Posted:

Quote:

Posted By GlenL on 03/19/2010 8:46 AM
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 (51%) 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 (51%) of a quorum of the Members of the Association, but not more than fifty-one (51%) of the voting power of the Association; and

(ii) At least fifty-one percent (51%) 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.

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

GlenL (Ohio)
Posts: 5,491

Posted:

Richard, 317 members would require a quorum of 51% or 162 either in person, by proxy or by secret ballot. You also need the same number to vote for yes for the measure to pass so the more ballots you can get the better.

317 + 51% = 161.67 or 162

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

RichardP13 (California)
Posts: 1,767

Posted:

(i) Would require no less than 51% of a quorum (81 or 81) and no more than than 51% of the total voting power (162)

(ii) Would require at least 51% of the Membership of the Association (162)

Part (i) requires members in good standing, while (ii) says all Members.

Not sure why the two conflict, but I am sure that they are in other Associations also.

Our surveys came back that yesterday and the major changes we will have voted on are:

1) Quorum for all elections by secret ballots with the exception of Special Assessments (conflict with CCR's)will be "The presence in person by members entitled to vote at any meeting shall constitute a quorum for the transaction of business either Annual or Special".

2) For election of Directors, simple majority

3) For Removal of Directors, affirmative vote of the majority of 33% of the total voting power of the Association (54).

4) Amending Bylaws in the future, affirmative vote of the majority of 33% of the total voting power of the Association (54).

5) Qualifications of Directors, All members of the Board must be Members of the Association and at least eighteen (18) years of age. Additionally, no person may be a candidate for the Board, or once elected, continue to serve as a member of the Board if properly removed as set forth below in this subsection (b), if the person: (i) is delinquent by more than thirty (30) days in the payment of any Assessment levied by the Association, (ii) misses three (3) regular meetings of the Board within any nine-month period or three (3) consecutive regular meetings of the Board, (iii) ceases to be a Member of the Association, or (iv) is the co-Owner of a Residential Unit and another co-Owner of the Residential Unit is already a member of the Board, or if a Residential Unit is owned by a trust or a corporation, is a trustee of such trust or an officer and/or shareholder of such corporation, and if another co-trustee of the same trust or officer or shareholder of such corporation is a candidate for the Board or already a member of the Board. If any member of the Board fails to meet the qualifications for Board membership set forth in this subsection, the Board reserves the right, as set forth in Article IV, Section 4.2(b) below, to remove such non-qualifying director from the Board.

6) All proxies are eliminated

7) Cumulative voting is eliminated

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