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Subject: Quorum Questiom... Robert's Rules
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HeatherB4
(Florida)

Posts:51


02/03/2011 4:36 PM  
Per Roberts rules… Is a quorum established by Homeowners present or by lots represented at the meeting.

For example… If you need 50% to establish a quorum in a HOA of 200 homes, you would need 100 people at the meeting, right?

Let’s say you have 50 couples attended the meeting, both husband and wife are on the deed, would that be enough to establish a quorum? Or is the couple counted as one toward the quorum, becuase they both reside on one lot?

Sorry, I know this is confusing.
GlenL
(Ohio)

Posts:5203


02/03/2011 4:47 PM  
Heather, Florida Statutes would trump RRO in your case. Section 720.306(1)(a) provides that quorum shall be 30% unless the CC&R's call for a lower percentage, so in your scenario of 200 homes you would need 60 to achieve quorum.

No in this case it would not matter how many from each home attended only one would be counted towards quorum either in person or if your documents allow by proxy.


720.306

Meetings of members; voting and election procedures; amendments.
(1)QUORUM; AMENDMENTS.—
(a)Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests. Unless otherwise provided in this chapter or in the articles of incorporation or bylaws, decisions that require a vote of the members must be made by the concurrence of at least a majority of the voting interests present, in person or by proxy, at a meeting at which a quorum has been attained.

"Common sense is like deodorant--the people who need it most never use it."
JohnW18
(Georgia)

Posts:18


02/03/2011 4:51 PM  
In our hoa, each home gets one vote.

A valid proxy or the presence of at least one owner counts toward a quorum.

We need 25% to establsih a quorun and have about 500 homes, so proxies plus attendees (who did not send in a proxy) must equal 125.

So, if just one person shows up with proxies from 125 homes we have a quorum.
SusanW1
(Michigan)

Posts:5202


02/03/2011 4:56 PM  
A quorum for Board meetings is stated in the bylaws and is determined by the number of board members present at the meeting.

For Annual Meetings: your bylaws should describe what a voting 'Member" is - it isn't necessarily who's in the house, it could be determined by the lot or home. And it should define what a Member in Good Standing is, that is a valid Member.

Membership is what determines the quorum count.

Your bylaws should describe what a quorum is, too. I have seen the quorum requirement range from 50% to 10% of Members In Good Standing needing to be present and voting.

A complication is when some HOA's use proxies to establish a quorum count, so they can conduct official business at the Annual Meeting.
HeatherB4
(Florida)

Posts:51


02/03/2011 5:12 PM  
Glen thank you on the refresher on FL 720.

I was trying to use round numbers to not confuse myself.

My community has 325 lots, and we need 30 to get a quorom.

I am just trying to find out if two people from that lot show up at the meeting, both on the deed, would those two people count towards a quorum. Or would it be considered one twoards the quorum.

The reason I ask is because our HOA always has a hard time getting enought people to show up at the annual meeting to elect the BOD. We have two small kids at home, I would have to hire a babysitter for the meeting and if my husband does not NEED to go to count toward the quorum, he will stay home.
SusanW1
(Michigan)

Posts:5202


02/03/2011 5:18 PM  
Only You or you and your husband or only your husband constitute ONE vote UNLESS it says differently in your bylaws.
HeatherB4
(Florida)

Posts:51


02/04/2011 5:30 AM  
I am not taking about votes.

Again, just to get a quorum.

My husband and I would get one vote between us.

However, would we both be counted to get a quorum?

SusanW1
(Michigan)

Posts:5202


02/04/2011 6:28 AM  
No - it's based on Membership. Your household is ONE membership.

(Unless your bylaws say different.)

It's crazy, but we often have members bring kids, old folks, relatives and even dogs to our Annual Meeting. A sign in sheet identifies the houssehold and verifies that a ONE qualified, Member in good standing is in attendance. That one person is handed the agenda and ballot (if there is one)

PS - No, the dog does not get a vote or is counted for the quorum.
HeatherB4
(Florida)

Posts:51


02/04/2011 7:01 AM  
LMAO...

Gezzzzz thats too bad...

We just got a puppy for that very reason.

Thank you so much.
LynneV1
(South Carolina)

Posts:101


02/07/2011 1:11 PM  
Question : Does any one know what the So Carolina Laws say about the percent needed for a quorum? Our by-laws say 51 % of h/o in good standing. We are having a vote this week and I wonder if So Carolina law might state a lower % as the Florda law did? We have lots of problems trying to get 51 % to reply.
JanetB2
(Colorado)

Posts:1962


02/07/2011 1:57 PM  
Hi Lynne:

Apparently from looking at your State site at this time there is no South Carolina Homeowner’s Association Act. One was proposed and before the legislature … it states at the bottom … This act takes effect January 1, 2012. It can be found here:
http://www.scstatehouse.gov/cgi-bin/query.exe?first=DOC&querytext=quorum&category=Legislation&session=119&conid=6201064&result_pos=10&keyval=1190218


At this time … follow what your HOA documents state.
SusanW1
(Michigan)

Posts:5202


02/07/2011 3:23 PM  
Lynne - 51% needed for a quorum is VERY high. Check again.

Are you sure that's not a voting thresh-hold? (percent needed to pass motions?)
RichardP13
(California)

Posts:1686


02/07/2011 4:06 PM  
In California, a standard boiler plate set of Bylaws requires a majority of the voting power to be present in person or by proxy in order to establish quorum. The Davis-Stirling Act of 2006 also allows the ballots to count toward quorum IF quorum was required by the Bylaws.

51% is not a high figure, as it take a quorum of 51% in our Association in order to vote on raising assessments beyond 20% annually.
LynneV1
(South Carolina)

Posts:101


02/08/2011 2:35 PM  
You may be right - It is very high - we have a meeting tomorrow and have about 85 ballots out of 230 h/o (200 in good standing).

This is what the By- laws actually state: "Quorum . Except as otherwise stated in these By-laws on in the Declaration, the presence in person or by alternate of the Voting Members representing 51% of the total vote of the Association shall constitute a quorum at all meetings of the association."

Does this mean 51% of the total homeowners(230) or 51% of those who show up and voted including all proxies mailed or brought into that particular meeting? What is 'total vote'?
I would love to think if we have 85 votes and 50 are for someting and 35 against the 50 win. Let us face it 145 people ignored the letters asking them to vote.

Also the board will not let any of the non - board members the community members) watch the vote be counted. They are opening the ballots privately and will add the walkins at the special meeting. The ballots are to recall the board!! and were mailed to their PO box!!

Help me please with your opinions.
LynneV1
(South Carolina)

Posts:101


02/08/2011 5:17 PM  
Quorum . Except as otherwise stated in these By-laws 'or' in the Declaration, the presence in person or by alternate of the Voting Members representing 51% of the total vote of the Association shall constitute a quorum at all meetings of the association."

I just re-read it again. It seems clear enough to mean 51% of the entire
homeowners association members...with 230 h/o x 51% = 117.
AnnD2
(Connecticut)

Posts:76


02/10/2011 10:08 AM  
You can look up Robert's Rules on line at www.robertsonline.com

Generally, however, the percentage of an organization that qualifies as a quorum is defined in the documents (bylaws) of that organization. In some instances they are defined by state statute for HOA's.
LynneV1
(South Carolina)

Posts:101


02/11/2011 7:29 AM  
Thanks for all your help - good to know about roberts rules online! I will check it out and save it for the future.
JeanI
(Louisiana)

Posts:77


03/09/2011 2:05 PM  
Your state may not have a Homeowners Association Act but it certainly must have a non-profit corporation statute. Your association should be on file in the Secretary of state's Office as a non-profit corporation and that staute would apply to your Association.
SharonG4
(Mississippi)

Posts:54


03/11/2011 9:18 PM  
Posted By SusanW1 on 02/07/2011 3:23 PM
Lynne - 51% needed for a quorum is VERY high. Check again.

Are you sure that's not a voting thresh-hold? (percent needed to pass motions?)


Our quorum is 60% and we didn't reach it in the first go round--which means we have to reschedule within 60 days where the quorum in reduced by 1/2. Mailing out notice of the new date etc to 749 is terribly expensive, not to mention frustrasting. The 201 members who showed up at the first meeting were also not happy that they had to show up again--but thank goodness they did. We are trying to lower the quorum but again, we need 60% to vote to amend and so far we haven't gotten that! Many people are interested in assoc. business but it is tough to get that many together at one time.



TimB4
(Virginia)

Posts:9473


03/12/2011 2:17 AM  
Sharon,

We have a similar provision in our documents that allows the quorum to be 1/2 if the meeting is held within 60 days. We actually did this in order to get an increase in assessment to pass.

Expecting that we would only get the same people to show, we pointed out that this was the only topic on the agenda and since it had been discussed before, people who knew how they wanted to vote were encouraged to vote by proxy.

At the new meeting we had 5 lots represented in person (4 were board members) and the rest by proxy. Overall, I think we had 1 more lot represented then at the first meeting. The whole meeting took a whole 15 min (including the vote count). 45 min if you start counting from when the board gathered to set up.

As you said, it's worth the extra effort. The other option is to actively have the Board solicit proxies by knocking on the doors of those who don't go to the meetings.
LarryB11
(Florida)

Posts:3


03/27/2011 4:28 AM  
Hi Heather - We have a rather unusual circumstance. In a clear reading of 720.306 Meetings of members; voting and election procedures; amendments.-- (a) ... 30% is all that is required to create a quorum. There is no "otherwise provided" in our documents. Our small group has always worked on a basis of majority and most of us would like to continue to do so.

Our new president & board are proposing among many other changes to our Bylaws the adoption of the new 30% guideline. We want to know if the language that follows:

b) Unless otherwise provided in the governing documents or required by law, and other than those matters set forth in paragraph (c), any governing document of an association may be amended by the affirmative vote of two-thirds of the voting interests of the association.

... permits us to vote to require a greater percentage for a quorum and higher threshold assuming we can achieve 2/3rd's support?

Your other postings seemed right on point, related to FL law and were quite frankly clear and succinct. Any help would be greatly appreciated. Thanks in advance.
DonnaS
(Tennessee)

Posts:5671


03/27/2011 8:49 AM  

Larry,
For now, just ignore any reference to the Statutes. What do your bylaws require for a quorum and what number is required for an amendment change? The exact wording of your documents is needed. Once I have that, I can guide you thru what the Statute means.

1) QUORUM; AMENDMENTS.--

(a) Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests.

This means that **UNLESS** your documents already have a lower number than 30%(You would use the lower number) you will use 30% for a quorum of the TOTAL number of members or lots (same thing. 1 vote for each lot)

b) Unless otherwise provided in the governing documents or required by law, and other than those matters set forth in paragraph (c), any governing document of an association may be amended by the affirmative vote of two-thirds of the voting interests of the association.

***UNLESS** you already have a vote number requiring that number of affirmative votes to pass any amendments, you will use 2/3rds of the TOTAL number of units , members, or lots, depending on the wording of your Docs. Example--300 lots, times 2/3rds is 200 to pass any amendment.
LarryB11
(Florida)

Posts:3


03/28/2011 7:27 AM  
Thank you for your encouraging and prompt initial response. We will be attending the annual HOA meeting this Wednesday. Any insight or help you can provide is greatly appreciated. Due to the time constraints Issue 3 (cumulative voting) noted below would require the member who wishes to serve on the board to give 24 hour notice if cumulative voting were to remain in effect. Should he give notice of his intention to rum despite the fact that the proposed Bylaws would eliminate cumulative voting?

The issue in brief is that a majority ruled HOA of 26 homes has by circumstance fallen into the hands of a group of 4 that are essentially not answerable to the rest of the mostly ambivalent, non-participatory members. Is there a way to restore the democratic majority rule?

I have been a member in good standing since 1997 and am not specifically aware of the facts and details that preceded my membership. Nonetheless I have provided you with the information including that which preceded me to the best of my knowledge. I was at one point an officer of the association. I happily resigned when others stepped forward to participate last year

Below is the language you asked we provide. I apologize for its length but wanted to present as accurate a lay persons’ picture as possible.

BYLAWS (excerpts)
Article 111 – Meetings of Members


(Original Language)Section 4 – Quorum – The presence at the meeting, in person or by proxy, of members entitled to cast a majority of votes of each class of the membership shall constitute a quorum for authorization of any action except as may otherwise be provided in the Declaration, the Articles of Incorporation or these bylaws. If a quorum is not present in any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

(Proposed Language) Quorum – The presence at the meeting, in person or by proxy, of 30% of the total voting interests shall constitute a quorum and decisions that require a vote of the members must be made by the concurrence of at least a majority of the voting interests, in person or by proxy, at a meeting at which a quorum has been attained. (The rest of the language continues as is.)

Issue 1: There are only 24 eligible houses each with one vote. According to the proposed language a quorum can be attained by as few as 8 votes and or proxies and a majority therefore attained by as few as 4 votes or proxies. We have operated since 1990/1992 by a majority being required for any previous amendments or changes.


Article 1V – Board of Directors Term of Office; First Election – Removal

(Proposed Language) Section 1 Number: The affairs of the association shall be managed by a board of at least 3 directors and not more than 5, as such number of directors in excess of 3 is established from time to time by resolution of the board of directors for election to the board by the members at the next election of directors. Directors shall be a member or a spouse of a member.

Issue 2: Since two of the current officers are a living in a single entitled entity (husband and wife) at minimum there should be some constructive wording limiting one vote per voting entity or household. Also the language simply permits the 3 person board to limit any additional board members by their not proposing a resolution to increase the number. The solution would be for the members to nominate and elect up to the 2 permitted additional members (total 5) without the permission of the board. Is there a better or other solution?

Article V – Board of Directors - Nomination and Election

Section 2 proposes a specific change to not allow cumulative voting.

(Original Language) Election to the board of directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the declaration. Persons receiving the largest number of votes shall be elected. Cumulative voting is permitted provided that any member who intends to cumulate votes must give written notice of such intention to the secretary of the Association on or before the day preceding the election at which such member intends to cumulate votes.

(Proposed Language) Election to the board of directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise. Persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Issue 3: Section 2 proposes a specific change to not allow cumulative voting. It appears as thought the officers wish to elect themselves to the board without the prospect of any other voting interest. Am I correct in assuming that a) cumulative voting is still in effect prior to the proposed changes and b) there is sufficient support for one of the non-officer homeowners by approximately 5 to perhaps 7 voting interests? If their full weight and support were offered on a cumulative voting basis is my assumption correct at the likely outcome would be electing that person to the board regardless of the limitations to the contrary?

Article VIII – Officers and Their Duties

Section 1 Enumeration of Officers. The Officers of the association shall be a president and vice president, who shall at all times be members of the board of directors…

Issue 4: There is no language indicating any further requirement for who may sit on the board. Is there any reason that a non-officer may not be a board member other than the officers simply voting for themselves via blind proxies and their own votes?

Deed Restriction (excerpts)

Section 25: Homeowners Association and Assessments - …Each lot shall be entitled to one vote and to Homeowners Association meetings in conformity with the Articles and Bylaws of the Homeowners Association.

Section 27: Variances and Amendments – This Declaration of Restrictions may be amended at any time upon the approval of members of the Homeowners Association holding at least a majority of the voting rights relating to the property and upon the recordation in the Public Records of Sarasota County of any amendatory instrument certifying that such approval has been attained, executed by the president and secretary of the Homeowners Association’…

Section 28: Covenants – These covenants shall run with the land and shall be binding on all parties and all persons claiming under them for a period of 30 years from the date these covenants are recorded, after which time they shall be extended automatically for successive periods of 10 years unless an instrument signed by a majority of the then owners of the lots has been recorded in Sarasota County, Florida, agreeing to change the covenants in whole or in part.

Issue 5: In each instance cited within the deed restrictions there was always the requirement of a majority vote to amend or change anything. In the period since the original documents were drawn there were, to my knowledge, two amendments that were properly executed and filed with the appropriate governmental agency neither of which changed nor challenged the majority rule.
LarryB11
(Florida)

Posts:3


03/30/2011 4:16 AM  
Hi Donna - On 3/28 I forwarded the information you requested. Our meeting is this evening. Any chance you could effect any insight from you or a colleague? Thanks.
JamieJ1
(Ohio)

Posts:5


03/30/2011 6:21 AM  
Glen,

This is great information. I live in Ohio, I would I go about finding this information for my state?

Thanks!
JanetB2
(Colorado)

Posts:1962


03/30/2011 8:50 AM  
Hi Jamie:

Here is the link for Ohio Property Statutes:
http://codes.ohio.gov/orc/53

The following would apply depending on if you are Condominium or a Planned Community:

Chapter 5311: CONDOMINIUM PROPERTY
Chapter 5312: OHIO PLANNED COMMUNITY LAW

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