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CharlieS
(Tennessee)

Posts:21

06/27/2008 11:55 PM
I really need to understand my Covenants. I hope nobody minds my long post but I am going to type in the 2 main sections which have to do with voting word for word. My biggest question for those of you who hang in there is What is the fewest amount of people who can pass a vote. We have 47 households, am I to understand that it takes 24 to make a meeting. If not enough show up the meeting is adjorned and then started again a few minutes later as long as 12 people are there we can have the meeting and it would only take 8 yes votes to pass any thing that is voted on? Our budget went from $120 to $180 because of 12 people voted for it. We are new and the board members have never established a proxy voting. They say it is up to the homeowners to send in their votes. On the notice sent out before our meeting it stated the agenda for the meeting will include the 2008 Budget proposal. They supplied a copy of the budget. No where did it state how much it would be for each homeowner. They did show the lump sum needed for the next year but there was no figure on the paper to indicate how much each homeowner would pay. The committee said I should have sent in my vote based on that information. Just to let everyone know, I paid it and that's the end of it. I do want to understand this because at the end of the year I would like to run for president. Here Go: Section 2.Maximum Annual Assessment. The Maximum annual assessment for the calendar year 2004 shall be Fifty ($50) Dollars for each Lot. Thereafter, maximum annual assessments shall be determined by the association as follows: From and after January 1, 2005 the maximum annual assessment may be increased each year not more then five (5%) percent above the maximum assessment for the previous year without approval of two-thirds (2/3) of each class of Members who are voting in person or by proxy at the annual meeting of the Members of the Association. Section 4. Notice and Quorum for any Action Authorized Under Sections 2 and 3. Written notice of any meeting called for the purpose of taking any action authorized under Section 2 and/or 3 or at which such action may be taken shall be sent to all Members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of Members or of proxies entitled to cast fifty percent (50%) of all the votes of each class of membership shall constitute a quorum. If a quorum is not present, another meeting may be called, subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting. Sorry for the long post, any one who answers I would be greatful to. Charlie

GlenL
(Ohio)

Posts:1377

06/28/2008 1:51 AM
You have the numbers correct as few as eight people can drastically affect everyone which is why it's important not to blow off the annual meeting. You should also collect the proxies from as many homeowners that will sign them over to you so you can vote for them. Proxies are useful things to have; you can even get legally married by proxy. For an example of a proxy see: http://www.hoatalk.com/Forum/tabid/55/forumid/1/postid/49422/view/topic/Default.aspx OK first off from your other post I'm going to assume the HOA has been turned over from the developer so don't worry about class of vote, now it's all one class with the developer gone. Using your figures from the first post of 20 in attendance then it appears they didn't meet the first quorum requirement, adjourned the meeting then called it again using the now lower number which is allowed. Of the twenty you stated 12 voted yes one no and five abstained which is in effect a no vote that's 18 what happened to the other two? I would imagine they didn't sign in the second time to lower the 2/3 mark as you'll see below and yes this is allowable. Evidently there have been other large increases in the past to get your assessments to the $120.00 mark in just four years. Now the $60.00 or 50% rise in assessments would require a "super majority" vote per your section two. Now if there were 20 people voting they did not reach the 2/3 requirement which would have been 13 and the measure would not have passed. However if there were only 18 which your other post indicated 12 yes, 1 no, 5 abstain then they met the 2/3 requirement and this was a valid increase. Trivia: There are four states in the United States allow marriage by proxy; California, Colorado, Texas, and Montana. California’s proxy marriage is limited to members of the armed forces who are deployed for conflicts or war. California, Colorado, and Texas require that one of parties must appear before the civil authorities. Montana is the only state that allows a Double Proxy marriage where neither party has to appear before the civil authorities.

CharlesH9
(Michigan)

Posts:80

06/28/2008 6:08 AM
It says "subject to the same notice requirement" to have the subsequent meeting. Isn't that in at least 30 and not 30 minutes later?

BruceF1
(Connecticut)

Posts:590

06/28/2008 7:41 AM
Glen, Go back and read Charlie’s posts more carefully. In his earlier post he said there were LESS than 20 people there. Thus, you can't conclude that 2 votes are unaccounted for. Eighteen is less than 20; so is 19. So, there may be one or no votes unaccounted for. Twenty is not less than twenty. An abstention doesn't count as a no vote. There may be times when an abstention has the same effect as a no vote, but that is not the case here. In Charlie’s post above, in Section 2 it says "without approval of two-thirds (2/3) of each class of Members who are VOTING". If only 18 members voted, 2/3 of 18 is 12. If, instead, Section 2 had read, "without approval of two-thirds (2/3) of each class of Members who are PRESENT", then, perhaps 13 yes votes would have been required (because we don’t know how many people were actually there, only that Charlie said it was less than 20, remember?). If there were EXACTLY 20 people there, then 14 votes would have been required if it depended on the number of people who were present. In Section 3 it says, "If a quorum is not present, another meeting may be called, SUBJECT TO THE SAME NOTICE REQUIREMENT." Thus, the second meeting must meet the same notice requirement as the first meeting; namely, not less than 30 days nor more than 60 days prior to the second meeting. It doesn’t mean that the notice for the first meeting also satisfies the requirement for the second meeting. That wouldn’t make any sense. Why not just simply state that the quorum requirement be 1/4 of the members and be done with it? Then you don’t even have to worry about a second meeting. From the information Charlie has provided, the second meeting, which was called only a few minutes after the first meeting, did not meet the notice requirement and was therefore invalid. That means the vote was invalid and so is the increase. Not only that, but IF it has now been more than 30 days since this all happened, it’s too late to call a second meeting. Since at least 30 days notice is required, >30 + 30 = >60 and the second meeting would take place more than 60 days after the first meeting, which is prohibited by Section 3. So, everything would have to start over.

BruceF1
(Connecticut)

Posts:590

06/28/2008 8:13 AM
CharlieS, Your increase may be invalid. I am not suggesting that you do not pay it, but you, along with the other homeowners, may have cause to have it declared null and void by a court and have the funds returned to you. I realize this may mean financial difficulties for the association, but rules are rules, laws are laws, and CCRs are CCRs, and we must abide by them. Assuming the information you have posted is accurate, I believe there are things that have been done incorrectly. 1. A proxy is not an absentee ballot. It is a power of attorney authorizing another person to vote in the homeowner's place. Instead of a homeowner going to a meeting, the proxy (a person, or the proxy holder) attends the meeting in the homeowner's place and casts a ballot for the homeowner. For example, a proxy could be another homeowner. That homeowner would attend the meeting and cast two or more votes: one vote for himself/herself, and one vote for each proxy he/she holds. A homeowner may direct the proxy holder exactly how to vote, or, it can be left up to the proxy holder to vote however he/she chooses, thus giving the proxy holder, in effect, more than one vote. (This is why many people don't like proxies.) If your state laws and your governing documents allow proxies, then every homeowner should have been provided with a proxy authorization form along with the notice of the meeting. If this was not done, then proper procedure was not followed. 2. Since the first meeting was inquorate, it was correct to adjourn the meeting. It would have been proper, at that time, prior to adjournment, to fix a date for a second meeting, allowing time to prepare and and send out the required meeting notice, and the minimum 30-day notice requirement. After adjournment, everybody should have gone home (or sat around and gabbed, or whatever). The calling of a second meeting to order immediately after the adjournment of the first meeting was improper (or stronger, it may have been illegal). The second meeting did not meet the notice requirement stated in Section 3 and was invalid. Therefore, any vote taken during the second meeting is null and void, which makes the increase invalid.

MaryA1
(Arizona)

Posts:2248

06/28/2008 8:18 AM
Charlie, According to the info you posted, a quorum for your assn of 47 members is 24. To raise the assessment over the 5% limit a 2/3 vote of the members voting is required. In an earlier message you stated 18 members were present but only 13 voted; therefore only 9 would be required to vote in favor of the raise. However: 1) Apparantly there was no quorum present so the board had to adjourn the meeting. The info you posted states: "If a quorum is not present, another meeting may be called, subject to the same notice requirement. . ." The board could not just adjourn then call the meeting to order again. To be IAW the docs the meeting would have had to take place at another time but the quorum requirement would be reduced to 25%. If the meeting was called back to order on the same day then, IMO, it was an illegal meeting and any action taken would be null and void. 2) You stated the notice sent out stated the members would be voting on a proposed budget. Did the notice also state a vote would be taken to increase the assessments? Are your docs specific in saying that all issues to be voted on at the meeting much be stated on the notice mailed? If so, IMO, the board had no authority to vote on an assessment increase; only on a proposed budget. Bottom line: 1) IF the meeting was adjourned because of a lack of quorum and rescheduled in accordance with the info you posted, then a quorum was reached (47 x 25% = 12). The quorum is based upon the number of members present (18) not the number of members voting (13). 2) IF the meeting notice was required to state all issues to be voted on and a possible raise in assessments was stated, then it was OK to take this vote. A 2/3 vote of those members voting is required to raise the assessments over the 5% limit. According to your earlier message, 13 members voted (2/3 = 9) and 12 voted in favor, therefore the assessment increase passed.

CharlieS
(Tennessee)

Posts:21

06/28/2008 9:20 AM
To GlenL, Charles#9, BruceF1 and MaryA1, Thank You all so much for taking the time with your detailed answers. There would be stakes on the grill for everyone if you were my neighbors. I think the people supporting this site are awesome! I do not, or want to fight our current budget. I do want to learn what was done wrong for future meetings and the voting process. I have brought up this calling off the meeting and calling it back on is not right but they told me there is no time frame stated so they can do it like that. How do I explain otherwise or where can I go to find a law or ruling on the definition this. The reason for the $60 increase was to build a second sign at the entrance and make improvements to our grass field. There was no proposal present with cost involved people just came up with $60. Now we have learned there we can not build the new sign and the people at the last meeting said they did not want to update the park. Not only that but over 6 months later nobody has gotten an estimate for either project. So now we have this extra money. At a meeting we had some people volunteer to spruse up our current sign. Next thing that happen was one of the board members took it upon herself to do it herself. She did not propose or ask for funds (because according to the board part of the extra money collected was to make the entrance look nicer) she has spent about $900 and is not done. I guess she has an open wallet because while most the neighbors I talked to were mad, not one of them spoke up. Most of us assumed the volunteers meant a few hundred dollars. This person plans on more plants, sod, maybe a retaining wall....... How do I stop this until we find out how much money this will cost? Charlie Thanks again to everyone for taking the time to answer these questions

MaryA1
(Arizona)

Posts:2248

06/28/2008 10:06 AM
Posted By CharlieS on 06/28/2008 9:20 AM To GlenL, Charles#9, BruceF1 and MaryA1, Thank You all so much for taking the time with your detailed answers. There would be stakes on the grill for everyone if you were my neighbors. I think the people supporting this site are awesome! I do not, or want to fight our current budget. I do want to learn what was done wrong for future meetings and the voting process. I have brought up this calling off the meeting and calling it back on is not right but they told me there is no time frame stated so they can do it like that. How do I explain otherwise or where can I go to find a law or ruling on the definition this. The reason for the $60 increase was to build a second sign at the entrance and make improvements to our grass field. There was no proposal present with cost involved people just came up with $60. Now we have learned there we can not build the new sign and the people at the last meeting said they did not want to update the park. Not only that but over 6 months later nobody has gotten an estimate for either project. So now we have this extra money. At a meeting we had some people volunteer to spruse up our current sign. Next thing that happen was one of the board members took it upon herself to do it herself. She did not propose or ask for funds (because according to the board part of the extra money collected was to make the entrance look nicer) she has spent about $900 and is not done. I guess she has an open wallet because while most the neighbors I talked to were mad, not one of them spoke up. Most of us assumed the volunteers meant a few hundred dollars. This person plans on more plants, sod, maybe a retaining wall....... How do I stop this until we find out how much money this will cost? Charlie Thanks again to everyone for taking the time to answer these questions Hey, Charlie. I'll accept a delivery of Omaha steaks! LOL Seriously, I'm glad we were able to help you. I think the people here are awesome too! :-) Guess the only way you can explain how the meeting should have been adjourned and rescheduled is to read the provision in the bylaws to the board members. Point out that it clearly states "the same notice requirements must be met". I don't know how much clearer that can be! If this person with the deep pockets is willing to do the additional landscaping, including the retaining wall, I certainly wouldn't try to stop her. On the other hand, if this is something the board wants to undertake, then they certainly should draw up a plan and get bids. Remember, they don't need the approval of the members, unless your docs are much different than most. Frankly, it sounds like your board is "all talk and no action"; which is not unusual. The Pres of my former assn was like that and believe me it is frustrating. Most members just go along with the flow. They may make remarks outside the meeting but you won't hear from them during a meeting. Most members are just content to let someone else do the work. Charlie, I do believe you should consider running for a position on the board. That might be the only way you can ensure things are done IAW your gov. docs and needed projects are undertaken. Good luck!

BruceF1
(Connecticut)

Posts:590

06/28/2008 10:46 AM
Charlie, I'm up for steaks, too. Mary called it right. The best you can do is to show others the governing documents and point out that they clearly state the second meeting must meet the same notice requirements as the first meeting: no less than 30 days nor more than 60 days BEFORE THE SECOND MEETING. This provision does NOT mean that the notice of the second meeting is the same notice that was used for the first meeting. To that misinterpretation you can only appeal to common sense. IF it were correct to adjourn a meeting because of the lack of a quroum, and then immediately convene a second meeting on the same day, and then be able to meet a lower quorum requirement with the same people that were present for the first meeting just minutes before, then why not just have a lower quroum requirement for the first meeting to begin with? Since the effect would be the same, what is the purpose of the second meeting and the required notice? Obviously, it's to notify homeowners that the first meeting was inquorate and that if they want to have a say in what goes on, they had better get off their butts and attend the second meeting. If you intend to run for the board, you are smart to try to understand your governing documents beforehand. I believe boards would function far better if all members took the time to try to understand their governing documents.

CharlieS
(Tennessee)

Posts:21

06/28/2008 11:50 AM
You guys have me hooked on this site! I'm tring to get out on my project car and I keep coming to this site instead. The committe member doing the landscaping is not using her own money, she is using the homeowners, we are paying for it. There is no set amount for her, no dollar amount was ever discussed. Here is part of my problem. Our current President is a laywer that moved here from out of state. He is not allowed to practice law in our state but because he is a lawyer every listens to what he says. So when I bring up the proxy voting or the meeting and quorum he says I do not understand the laws. They sent out the minutes to a meeting and some updated news and made the comment "we have incured legal fees because of those who have not paid their dues" I was one of those people, I sent in the amount that was in guide lines with the Covenants $50. I then asked for the name of the lawyer they met with. They would not answer me. I then received a registered letter telling me a had a few days before they took legal action. I consulted with a lawyer who told me they were wrong but they had the power to do that. I could sue them and win but who wants to sue their own neighbors who are really just victims of a bad situation. So at the meeting I again asked in front of everyone who was the lawyer, 5 minutes later it turns out it was our president giving 'free' advice to the board and under his advice they were getting ready to move to legal action. Can a lawyer not allowed the right to practice law in our state give free advice to a HOA which they acted on. How do you all feel about them lying about incurring a cost and implying they have paid for legal advice. No wonder other people will not get up and speak their mind. Charlie I'm firing up the grill

MaryA1
(Arizona)

Posts:2248

06/28/2008 12:35 PM
Charlie, When you say "committee member", do you really mean board member? A committee member shouldn't have the authority to do as she pleases and spend money that hasn't been authorized by the board to be spent. Actually a board member shouldn't be doing that either. The board should be drawing up a plan and getting bids for the project. If this woman wants to head the project that's fine, but she shouldn't be doing anything that hasn't been approved by the board. I'm not surprised that the other board members rely on the free legal advice of the Pres. Since he isn't charging for his "legal" advice he really can't be accused of giving legal advice w/o a TN license. Some people are in awe of people who have titles, i.e. DR, PhD, attorney, etc., etc. Of course it stands to reason that if a person has a law degree you would expect them to be able to interpret a set of gov. docs. But, if I see they are not interpreting the same as I would, just like you, I'm not afraid to question -- law degree or not. But, most people aren't like you and I. I'm sure some of the other assn members might be intimidated by this guy -- it's human nature. Believe me, Charlie, I feel your pain! I don't know what you can do about this situation, especially if you are the only one who sees a potential problem. This guy shouldn't be a board member, and Pres. at that! I would suggest recall but only if you can get a large number of supporters.

BruceF1
(Connecticut)

Posts:590

06/28/2008 12:50 PM
Charlie, Hmmmmm. So your president lawyer can't practice law in your state. Why is that? 1. Is it his choosing? (Law isn't exactly a shabby profession. I mean, you can make a pretty good living at it if you're any good). 2. Does he intend to eventually practice law in your state? 3. Is it because he can't pass the bar exam? 4. Is he really a lawyer? One who actually practiced law in his former state? Was he disbarred in his former state? If so, why? 5. Did he not complete his education? That is, did he start out for a law degree but doesn't meet the requirements for admission to the bar in your state? 6. Even among lawyers who do complete their education, someone has to be last in the class. I wouldn't hesitate to question this guy's competency. One thing I've learned over the years is that lawyers are almost all bluster and bluff (No disrespect to lawyers; I've had more than one lawyer tell me that). They often work by intimidation and bullying. Unfortunately, the only way to counteract this sometimes is to get your own lawyer to put him in his place. Lawyers often operate hoping you won't or can't afford to do that. Maybe they should have let him move for legal action. Since he's not allowed to practice law in your state, they would have had to get a lawyer who IS allowed to practice law in your state to represent the association. If your association did not do things properly and in accordance with the governing documents, any competent lawyer who can practice law in your state would have told them that your "lawyer" president was misleading them. That would have discredited him right then and there. But, at this point, before I jump to conclusions (and I may already have) I do have to ask, is there more to this story?

KirkW1
(Texas)

Posts:1145

06/28/2008 2:54 PM
As for the lawyer, I don't know when it crosses into "practicing law." A call to your bar association would tell you though. They are very interested in stopping anyone who is doing so without a license. As for why he can't practice there, it could be because he has not gone through the steps to become affiliated in your state. It isn't an automatic thing. Now regarding your meeting an quorum, it was probably believed that your documents allows adjournment and an immediate meeting with half the number present. That is allowed by my association documents. I have pasted the relevant section below: If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either by person or by proxy, may adjourn the meeting and immediately reconvene the meeting without further notice other than announcement at the meeting. At the reconvened meeting, the quorum requirements for such reconvened meeting shall be equal to one-half of the quorum requirement for the-adjourned meeting (hut never less than that permitted by law). If a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that Members representing at least ten percent (10%) ofthe total votes of the Association remain in attendance and provided further that any action taken is approved by at least a majority of the votes required to constitute a quorum.

BruceF1
(Connecticut)

Posts:590

06/28/2008 7:41 PM
Posted By KirkW1 on 06/28/2008 2:54 PM If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either by person or by proxy, may adjourn the meeting and immediately reconvene the meeting without further notice other than announcement at the meeting. At the reconvened meeting, the quorum requirements for such reconvened meeting shall be equal to one-half of the quorum requirement for the-adjourned meeting (hut never less than that permitted by law). If a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. Kirk, But, there's the difference. Your bylaws clearly state, "may adjourn the meeting and immediately reconvene the meeting without further notice." In Charlie's case, the requirement was stated "If a quorum is not present, another meeting may be called, subject to the same notice requirement,". Clearly, this states that the notice requirment for the second meeting must be the same as the notice requirement for the first meeting. Nowhere does it say anything about "immediately recovening" a meeting. Your requirement seems very strange and illogical to me. What is the difference between: 1. Calling a meeting, discovering you have no quroum, adjourning the meeting and immediately reconvening it and then being allowed 1/2 the quorum requirement of the adjourned meeting, and 2. Establishing the quroum requirements in the bylaws to be 1/2 of what they presently are. Essentially, they result in the same thing, except the first doesn't require a change to the bylaws whereas the second does. If the authors of the bylaws anticipated that the quorum might not have been met, they should have set it low enough to begin with. The purpose of a quorum is to protect members from business being transacted by too few people. As written in your bylaws, whatever is stated as your quorum is really deceptive, because business can always be transacted with 1/2 that number.

MaryA1
(Arizona)

Posts:2248

06/29/2008 3:28 AM
Bruce, I think the mindset of the quorum requirement of Kirk's assn is this: If there aren't enough members present to attain a quorum, the body may adjourn. During the adjournment the board should go door-to-door or call members asking them to come to the meeting. However, they still may not be able to attain the required quorum, so the requirement is lessened, thus making it easier to attain the quorum. The meeting is reconvened several hours later in the hopes a quorum will be present. This prevents the need to schedule another meeting for another day and time which would result in more expense to the assn and still no quarantee a quorum will be reached(the way Charlie's assn does it (or SHOULD do it!). Seems logical to me. Or, I might say illogically logical. Is that an oxymoron? LOL Now, Bruce, I think you will agree my bylaws are much better. If a quorum is not attained ". . .the Chairman of the meeting or a majority of the members present in person or by proxy may adjourn the meeting from time to time w/o notice other than an announcement at the meeting, until a quorum shall be present or represented." Notice, the quorum requirement does not change.

BruceF1
(Connecticut)

Posts:590

06/29/2008 7:33 AM
Mary, Thanks for offering a suggestion, but - IF the intent in Kirk's bylaws is to do as you say, then it would make more sense to me. The problem is, the bylaws don't SAY that; they say "immediately reconvene." To me, immediately means right away, and not hours later. I truly think the intent is to do exactly that. Actually, I also have a problem with the word "reconvene." "Re" is a prefix meaning to do over or to repeat. Thus, to "reconvene" a meeting it must be the same (the first) meeting. You can’t "reconvene" a second meeting because it was never "convened" in the first place. It’s a technical nit, I know, but the English language is what it is and dictionary definitions are what they are. One possibility is that the bylaws, as written, is an attempt to circumvent some quorum requirement stated elsewhere, such as in the articles of incorporation. Just for the fun of it, I looked up Texas law and it appears to me that the quorum requirements can be established in either document. Thus, if the COI states a specific requirement, the question is, can the bylaws state a different requirement? If not, then is the paragraph he quoted an attempt to circumvent this? If so, would it hold up if challenged? I’m speculating, or course. The problem I’m having is, that whatever the stated quorum requirement is, in reality, the true quorum requirement is 1/2 that number. If the first meeting is inquorate, a second meeting can always be immediately convened with the quorum requirement reduced to 1/2 the requirement for the first meeting. Why not simply establish the quorum requirement to be 1/2 the present number to begin with and be done with it? Then, there’s no need for immediately holding a second meeting. Your bylaws make much better sense, and I have seen that provision before in other bylaws. Actually, as Robert’s Rules explains it, you don’t adjourn the first meeting, you call a recess, then, during the recess you attempt to obtain a quorum and reconvene later. But, as you said in another post, stranger things have happened. I have another one for you. If you want a good laugh, here is how our bylaws USED to read before they were changed: "Section 3.9 – Quorum. Except as otherwise provided in these Bylaws, the Unit Owners present in person or by proxy, at any meeting of Unit Owners shall constitute a quorum at all meetings of the Unit Owners." After reading this carefully, can you tell me, what is the smallest number of people required to hold a meeting and conduct business? (Hint: you don’t even have to know how many Unit Owners we have.)

RogerB
(Colorado)

Posts:3702

06/29/2008 9:29 AM
Posted By BruceF1 on 06/29/2008 7:33 AM "Section 3.9 – Quorum. Except as otherwise provided in these Bylaws, the Unit Owners present in person or by proxy, at any meeting of Unit Owners shall constitute a quorum at all meetings of the Unit Owners." After reading this carefully, can you tell me, what is the smallest number of people required to hold a meeting and conduct business? (Hint: you don’t even have to know how many Unit Owners we have.) My answer is 1; and it can be an owner or when allowed a non owner who is a proxy for an owner. What do I win

Roger Borcherding Official HOATalk.com Sponsor DARCO Property Management (Colorado) (303) 925-0150 *See legal notice below (end of page) or go to www.hoatalk.com/legal

BruceF1
(Connecticut)

Posts:590

06/29/2008 10:16 AM
Roger, Yes. A quorum is whoever shows up, and it can be only one person, even a non-owner proxy. I don't think that would ever really happen, but you never know. That's why we changed that paragraph in the bylaws! I hadn't thought about a prize. I'll work on it. LOL :-)

MaryA1
(Arizona)

Posts:2248

06/29/2008 2:50 PM
My answer would be one also. Now, even though Roger posted b/4 me if there is a prize I should get it because Bruce addressed his response to me! That's called women's logic and you know we're always right. LOL Wouldn't it be interesting to put all these unusual provisions into a book. A bathroom humor book!

CharlieS
(Tennessee)

Posts:21

07/04/2008 3:54 PM
I have sent a registered letter to the President of our HOA, I explained to him our meetings have not been getting enough members to have a quorum and our bylaws state you can not call another meeting without written notice. I made a few points in the letter. I am waiting for their response. I have been brings this up at the meetings and they shot me down everytime. I have said that since we are new they need to come up with a proceedure for ballot voting and or proxy and they shoot that down. With help from everyone here I believe I have being to understand the rules better and I hope I can make this a better neighborhood. I'll keep HOATalk posted. Thanks Everyone! Charlie

SusanW1
(Michigan)

Posts:2178

07/05/2008 5:26 AM
"Section 3.9 – Quorum. Except as otherwise provided in these Bylaws, the Unit Owners present in person or by proxy, at any meeting of Unit Owners shall constitute a quorum at all meetings of the Unit Owners." "Except as otherwise provided by these Bylaws" is the key here. Does it state anywhere else what constitutes a "meeting"? (I am assuming you are talking about the Annual Meeting of the Members.) If a quorum was not met, the meeting could have been postponed to another time, to be held without the Notice requirement. Then, at that meeting, whomever shows up can conduct the meeting. No judge in the USA would deny members who TRIED to hold meetings, but could not repeatedly get enough people there to conduct business.

MaryA1
(Arizona)

Posts:2248

07/05/2008 8:35 AM
Charlie, There was some discussion as to why your board Pres. does not have a TN license to practice law. Perhaps he "retired" to TN and that's why he's not practicing law???? IMO, the fact that he doesn't have a TN license doesn't mean he cannot advice the board on legal matters, as long as he isn't getting paid for it. Good luck! Hope you get the answers you're looking for this time. :-)

JohnK3
(Pennsylvania)

Posts:463

07/05/2008 9:23 AM
I agree, Mary. I am licensed to practice law in 2 states but not PA. Why? Because I have no desire nor need to practice in PA. But my fellow Board members usually request, and defer, to me on my interpretaions of various "legal stuff" based on my decades of bar experience, much as I would defer to our Prez on medical stuff, because he's a physician (though he's not licensed to practice medicine in PA). So as to ascribing nefarious reasons as to why somebody is not licensed in in a given jurisdiction, knock yourself out, but his knowledge is probably valuable, esp. as it's free. However, I always diligently precede any of these types of opinions by stating I am NOT licensed to practice in PA, and that my views are simply those of an HO and S/T of the Board. I handle our books, but have no formal training, though do know how to add and subtract. Does that mean I'm always correct and have never been wrong? Of course not. If the HOA needed licensed legal counsel - such as, say, to file a lien on our behalf, or rep us in another legal proceeding - I'd be first to rec hiring one because, among other things, if I formally got involved, I'd risk jeopardizing my good-standing licenses.

BruceF1
(Connecticut)

Posts:590

07/05/2008 9:46 AM
Posted By SusanW1 on 07/05/2008 5:26 AM "Section 3.9 – Quorum. Except as otherwise provided in these Bylaws, the Unit Owners present in person or by proxy, at any meeting of Unit Owners shall constitute a quorum at all meetings of the Unit Owners." "Except as otherwise provided by these Bylaws" is the key here. Does it state anywhere else what constitutes a "meeting"? (I am assuming you are talking about the Annual Meeting of the Members.) If a quorum was not met, the meeting could have been postponed to another time, to be held without the Notice requirement. Then, at that meeting, whomever shows up can conduct the meeting. No judge in the USA would deny members who TRIED to hold meetings, but could not repeatedly get enough people there to conduct business. Susan, To answer your question, no. The section I quoted is in Article III of the bylaws which refers to meetings of the "Unit Owners" (homeowners), including the annual meeting. The only other quorum requirement stated in the bylaws pertains to a quorum of the executive board, and that is stated as a majority of the board members. Nowhere else is a quorum mentioned or referred to. I, and most other board members, are very familiar with our bylaws having read them dozens of times and studying them thoroughly. The fact that, as written, a quorum of the homeowners is anybody who shows up (meaning, literally, that it can be as few as one person), then, as written, it would be impossible to never have a quroum, so there would never be a reason to postpone a meeting. Since the executive board in our HOA has the authority to amend the bylaws, that section was rewritten to make the quorum 20% of the Unit Owners, which is in agreement with the default provisions of state law. It was recognized almost immediately by the board members upon transition that the section as written was probably a mistake.

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