Purpose of Quorum

Can anyone suggest a valid reason why an Association must meet quorum in order to elect Directors at either an Annual Meeting or Secial Meeting? For that matter, why quorum is even needed when other items that are voted on, ie: removing a Director, amending governing documnets, voting on special assessments all have a specific percentage of voting established in either the CCR's or Bylaws.

Mary,

Based on current Bylaws in place across the country, there are two ways to become a Board Member, one is go door to door and get 50% plus one, or be a friend of the Board and get appointed by as little as 2 or 3. Then the problem is if you have a bad board, the likelyhood of getting them remove is slim to none. If 40 out of 317 want to be involved in the affairs of the Association, the so be it. What if our government elections were held in the same manner?

Mary,

Do you have a quorum for the election of directors and what might that number be? I have to have 159 people vote to even get the ballots open.

Richard,

Sorry to disappoint you, but I only speak for myself. BTW, I notice no one else is responding!

In my HOA you don't need a qourum at the turnover meeting form the developer. You don't need a quorum to replace a board member who resigns because our cc&rs say the board can elect a new member. Only when we are increasing the number of members to the board do we require a quorum. We also require tme members to vote by proxie the new members. Our governing doc's also will need to be changed. This has happened recently to our HOA. JerrellC (Florida)

But Glen, the few do control the many.

In our HOA (single family homes, incorporated in 1948) we need a quorum at our annual meeting ONLY when changing the bylaws (assessment is stated in the bylaws)

Even if a quorum is not reached, any other "business" of the corporation can be handled by the people in attendance, including elections. Since half of the people leave after a while, elections are often determined by fewer than 20 people (out of 250 homes)

Scary but true.

Mary,

Are you saying that 426 units turn in their ballot each election. That's a higher percentage than ballots cast for Governor of California.

Our association, in bylaws, has a quorum requirement (51%) to hold annual meeting & election and yet, has no official Election Rules with a Resolution for adopting the ER (my understanding) required by the state law. For the past 10 years, we had never had a successful BD election because there was always no quorum present! And I wonder if it's even lawful that no any official election record has been ever kept and all ballots (votes) were discarded because there claimed "no election" due to no quorum! For all these happened, I still believe that there is the necessity to require a reasonable quorum requirement including a specified remedy (e.g., allow reduced quorum and voting extension) allowed to take under the circumstance of difficulty to acquire the formal quorum. I believe that all the ridiculous election issues happened to my HOA did not stem from the reasonable and flexible quorum requirements in the bylaws, but happened to be a scheme planned and set by some small group of members working under and guided by the MM to grasp and protect their special interest. Simply say: a small group of people could abuse the system (toward their special interest) that is normally and legally set/designed for protecting the common interest of all members.

Above is my personal opinion to Richard's request. Now I would like to ask all your advice about "how do association members make a challenge, protest, complaint to an election event that is undergoing, but not completed yet?" For example: when members receive the nomination form and letter of instruction, they find that the announced number of opening positions is contrary to the setting/rule in the bylaws, ... What is the official and effective procedure for members to make a challenge, protest, or complaint to stop and correct the election event from continuing and completing? My idea is: the members would write and send to the BOD a formal letter addressing the issue/question/complaint etc and requesting a prompt review/response/action-to-take and also send a copy of the letter to a government office that has authority overseeing and correcting HOA's general operation including election of BDs. My question here is: who is (are) the government office that, in my case in CA, can effectively help or intervene to resolve the issue? Someone in state office? or in county office? or ...? Thanks

(To Richard: my apology if I have hijacked your thread for posting my question here. If you must protest, I'll make a new thread. no problem)

Donna,

I totally agree with you and highly admire your hoa that shows what a truely members-governed association is. I think many, if not most, hoa's (including mine) are not quite as yours. They are all either MM-governed or special board-governed, or board/MM- governed associations. The right concept/purpose of a required quorum are right there to stop abusing! (still there are many ways to abuse via this quorum requirement if members don't participate and involve) An easy way without quorum (as of poor member participation/involvement) to make a BD election is simply too easy to be accused for abusing and to be ignored for its genuine purpose of easing the way to make the election productive. I find it difficult to have a all round legitimate argument to support the "no quorum, no minimum vote" requirement approach. JMHO

Richard,

First of all, the majority of associations DO NOT require 51% for a quorum, That number is more indicitive of vote percent for passage of amendments,and elections.

Quorums in my experiences has been 10 or 20 %. Sort of a huge difference, don't you think?

And again I say (in case that you did not read this) "Open meeting laws insure that a Board is working in the best interest of the community thru disclosure to the members. Hence, quorums to make sure that no Board has meetings without members (at least a minimum thru quorum requirements)

Donna,

I reviewed 102 Bylaws, 97 had quorums as majority or 50 plus 1, 3 at 33 1/3% and 2 at 10%.

I do know the Open Meeting Act, but it becomes a problem when your BOD and PM thumb their noses at it.

To Mary's point, we have a provision in our Bylaws for the Members present in person to vote to adjourn to a second meeting with a reduced quorum of 25%, but the Association's lawyer won't allow it. You were stuck between a rock and a hard place. We went and changed the Bylaws.

Also are Bylaws do state that 3 Board positions are open in odd years and two in even years.

Because quorum is hard to achieve, a small minority does control the Association. I didn't like the rules and I got them changed.

In the bylaws it clearly states that the BOD is a 5-member board and each directorship has a 2-year term except the 1st 3 directors (developers) reside only 1 year on the board that initially formed. After the first year the BOD was formed, 3 opening position for those special directors are up for election in the second year; then in the 3rd year, 2 opening positions are up for replacing the remaining 2 BD whose 2-years term are up from the initially formed BOD; and then in the 4th year, 3 opening position, and so forth ... (the staggering election). So it should be a yearly election that the # of opening positions is either 3 or 2 each time. Now if the members receive a nomination form or ballot stating there are 5 opening position for electing, isn't it contrary to the bylaws? I believe the board has no power to overrule the bylaws and do whatever they want (this is just an example of how to abuse the election system for controlling the association; there are many more just for abusing the election process and controlling the election outcome. Here is another good one: stated in the ballot that the first 3 highest vote receivers are elected for a 2-year term and the next 2 high vote receivers are elected for a 1-year term; the directorship is clearly stated in the bylaws that all directors have a fixed 2-year term (except...see above); amending the term needs approval from the majority of members.


Sure members can contact BD or MM to question the issue, the chances are that for the example above, they will give you as many vague answers/explanations/excuses as you can't even take. If you are still unsatisfied, they'll just push you away or ignore you. That's why I would like to know what is the right and "effective" way to pursue correcting and resolving the issues (wrong doings) and hope to break a scheme if exists. At least if there is a gov agency that may take charge and intervene to stop the wrong doing, making the agency informed could work as an alarm/warning to the board/MM that they need to take serious action. (anyway, I am talking about an amusement HOA here! not a normal, average hoa) Any advice?

Could that happen yes. You could have 300 units vote by mail and no one but the two show up. According to Civil Code, quorum either way is met, new way and old way. Would that happen, I doubt it. First, if I were a candidate I would want to be there. Second, if a candidate can't show up at the meeting, their votes should be throw in the trash. Third, once ballots are counted and result given, according to the Bylaws an organization meeting is to follow immediately following the results to elected officers.

From late 2000 to early 2002 I worked for both the City and County of Los Angeles Election Divisions and also was a candidste for the City Council back in 2009.

These are numbers from an analyst I did for all elections held in the County of Los Angeles from 1960-2000.

1) 75% of people vote for President of the United States
2) 50% of people vote for Govenor of the State
3) 36% of people vote for a new Mayor and less than 18% vote for an incumbent
4) <10% of the people vote for a City Counilman

When I ran for City Council, I had to collect 500 signaures for voters in my district just to get on the ballot. Out of 317 homes I got 40 signtures from my own neighborhood, while I got the remaining signatures from two HOA's made up primarily of retired individuals. Why do you think Presidential candidates spend so much time and money in Florida. Senior Citizens vote in very large numbers. I think as a younger generation grows older, the voting percentages will diminish.

People put so much important on the office of the President, but what are the chances that anything he does will really affect you. On the other hand, people who affect your daily lives, we place very little important on.

In todays day and age, if I can get participation from 25-30% of the Association then I feel I have accomplished something.

You build a building, one brick at a time.

KW,

If a board member, whose term of office was not up, resigned then there would be 1 more vacancy on the board which may be construed as a violation of the bylaws but in reality it is not. If you are keeping track of each board members' term of office and you see a discrepancy, then by all means bring this up to the Pres. Go over the bylaws with him/her to ensure that the BOD understands how the terms are staggered. If there are 5 vacancies each year for a 5-member board then it's apparant that the BOD thinks each board member only has a one year term. I can't imagine the BOD would have an ulterior motive for doing this, I mean who wants to run for office each year if they don't have to? On the other hand, if you think it's a ploy to try to get someone out of office, don't you think anyone running would know what their term of office should be and, if elected, they would know how long they would have to serve?

Mary,

I realize this example I took is actually very complex and although the original design/setting in the bylaws is reasonable and understandable, nonetheless there are many loopholes causing it impractical and abuse-able when executing.


In this case, the nomination form and ballot shall state the specific class of this opening position (there are two classes of the directorship: class A (3) and class B (2); each year either elect class A or class B), its remaining term and the reason adding this opening for election.


This is where one of the loopholes coming from: for a history of 26-year hoa running, who can keep a clear, accurate record of every board member's term if it's not clearly in the hoa's book/record? (the fact is the bookkeeper (the MM) will claim there is no clear detail record of all board members' term or class.)


As I mentioned in my previous post, it goes on to make a requirement for the election stating first 3 highest vote receivers serve a 2-year term and the next 2 high vote receivers serve a 1-year term. What's the poly here? I don't know, but I am sure that the board/MM do not have the power/authority to assign a term to any elected director other than the term the bylaws specifies.


In the matter of fact, probably all board members know how long they have served, but no one on board openly know (some may know but no tell or admit) what their term is or which class they belong. So No, I suspect the poly is someone like to keep remaining on the board and keep specific new people from getting on the board. How do they do this? probably using all the loopholes and abusing the system in many ways. I am not even an educated person in this field of wrong doing. Only thing I can do is study the bylaws and related doc to check the validity/legality of their practice/operation. Next thing I can is ask help/advice from this forum.

KW3,

The procedures you mentioned are all correct, but we ran into with:

8. If quorum is not present, insp keep all double-envelops in the voting box and the chair then inquire the members present (WITHOUT THE ABSENT MAIL_IN OWNERS) if a motion to reduce quorum and extend voting period so to adjourn the meeting.

The Association's legal counsel canceled our meeting and the election because she said that individuals who mailed in their ballot MUST be present to vote to adjourn along with the Members present in person.

I spoke with Larry Stirling who in 1985 co-authored the Davis-Stirling Act and he said the intention of allowing the mailed in ballots to count toward quorum was to HELP Associations make quorum when for years they failed to get the people there in person.

"A quorum shall be required only if so stated in the governing documents of the association or other provisions of law. If a quorum is required by the governing documents, each ballot received by the inspector of elections shall be treated as a member present at a meeting for purposes of establishing a quorum."

By eliminating quorum, we eliminated the problem that the attorney created.

KW3

Legal Council canceled the meeting, not the Presiding Officer, which was the President. Basically the Lawyer was out of order, but that is in the past.

We have the votes to change the Bylaws, we will have an election in November where the votes actually will be counted, first time in 6 years. At the first BOD meeting in December with a new Board, both the PM and Law Firm will be fired in open session.

Since we have the votes, no need to take it to court and waste money.

You need to get an answer before the election starts.

Hi All,

I really need all your comments about my proposed procedure for the inspector in handling ballots and election-related event: (check for if it's reasonable, necessary, practical, ambiguous, etc. e.g., (2.) should insp just check off the voter's name and open the outer envelop and only put the sealed inner envelop in the box? (3.) to the meeting, should insp bring sign-in sheet and only the sealed ballot envelops instead of double-envelop ballots? (4.) At the meeting, can members just cast their sealed ballot (inner envelop) into the box? (5., 6.) insp count the secret ballots in the box to determine the number of voters and thus if quorum is reached (8.) what is the correct legal interpretation on "voted by the members present at the meeting"? (11.) if no election due to lack of quorum or any other reason, must the secret ballots or double-envelop ballots be kept in place for inspection for a period of time? and so on...)


Thanks for your comments.

KW3,

You make mention of a Class A and Class B voter. Are you still under Declarant or Builder control? Under our new Bylaws we eliminated the class voting and have only one now. Under our old Bylaws, Class A was owners, and Class B was Declarant or Builder.

Richard,


Is it required by law that a proposed draft of election rules "must" be prepared by an attorney? Can any member submit such a draft for Board's review and adopting?

KW,

Can you tell us exactly what the bylaws say regarding Class A and Class B board of directors? Are you sure that it isn't saying that while the developer is still in control there may be class A and class B members on the board? I've never heard of dividing the board members into two classes just because the terms are staggered. But, of course, I probably haven't heard of all the crazy things that are stated in HOA bylaws and covenants! LOL

KW,

To sort this out by going back 25 years would be ridiculous to say the least. All that needs to be done is hold the election for 5 positions and determine the terms of office as stated in the bylaws -- as though this was the first election being held. Then from the day of the election forward ensure that the Secretary keeps track of each board member's term of office.