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Subject: Quorum are for only membership meetings?
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Author Messages
JayF1
(Washington)

Posts:52


02/13/2018 2:03 PM  
Hi Everyone, just want a real confirmation. I understand a quorum is required to have any official HOA meeting & any decisions enacted are valid. My understanding is every meeting (annual membership, special meetings, regular meetings). Here is what our bylaws state.

Our bylaws: To constitute a quorum at any meeting of the members, there only needs to be 3 lot owners present which shall constitute a quorum for any action. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

If quorums are just for membership meetings, then how can regular/special meetings be official if any decision has been approved? How can the Board enter a contract if there is no quorum? I would assume, getting proxies or members to participate in an open forum at the beginning of the meeting will meet the quorum, then perform regular HOA business afterward. Any takes on this would greatly appreciate it.
GeorgeR8
(Arizona)

Posts:155


02/13/2018 2:11 PM  
For a board meeting you need a quorum of board members. It doesn't matter how many owners are there.
JayF1
(Washington)

Posts:52


02/13/2018 2:30 PM  
thanks, George for confirmation. A quorum of Board members only is what is required. I understand it now.

I should have been more specific. We are down to 2 board members, each taking 2 roles to fill the board. During a short period of 1 1/2 years, the Board has voted down the quorum from 5 to 3, then 3 to 2 so we can meet our quorum. Now given that, what is the proper procedure to meet a quorum? Did we meet our quorum or we did not & must have more Board members join? Any clarification would be greatly appreciated.
RichardP13
(California)

Posts:3107


02/13/2018 2:38 PM  
Posted By JayF1 on 02/13/2018 2:30 PM
thanks, George for confirmation. A quorum of Board members only is what is required. I understand it now.

I should have been more specific. We are down to 2 board members, each taking 2 roles to fill the board. During a short period of 1 1/2 years, the Board has voted down the quorum from 5 to 3, then 3 to 2 so we can meet our quorum. Now given that, what is the proper procedure to meet a quorum? Did we meet our quorum or we did not & must have more Board members join? Any clarification would be greatly appreciated.



Board members are referred to as directors and they are what is required to count toward quorum. What you are describing, I think re officer position. Officer don't count, and don't vote, only directors.

If you are supposed to have 5 directors and are down to two, then you are short and cannot conduct business until you have a minimum of three.
TimB4
(Virginia)

Posts:16005


02/13/2018 3:44 PM  
We discussed this earlier.
Why are we discussing it again?

The section you cited is for general membership meetings, not for board meetings.

If your documents are silent about what constitutes a quorum for board meetings, then you need to check the applicable laws (in this case, corporate law). As I pointed out in your previous thread on the topic - citing the corporate statute, a quorum of board members is a simple majority.

You said you have a 5 member board, with 3 seats vacant. You need 3 Directors to make a quorum of the board.


KerryL1
(California)

Posts:5852


02/13/2018 3:50 PM  
I wonder why we are discussing this again too, Jay. I'm not going to check back to your old posts, but I think you were told that if the bylaws require 5 directors (board members), two aren't enough. 3 makes a quorum. I think you also were told that board members usually may not amend bylaws.

Members of the HOA (Owners) must vote to do this-gnererally. What do your bylaws say.
KerryL1
(California)

Posts:5852


02/13/2018 4:01 PM  
You know, Jay? I think that you really must read some basic literature on HOAs. You need to learn the language of HOAs.

You're trying to grasp too much at one time, but your approach is all over the place--too shot gun.

Actually there might be sort of dictionary in the front of your CC&Rs, which defines a lot of the words that are causing confusion for you.

When you read your bylaws, note the distinction between directors and officers, between members( Owners) and directors (BAORD members), the distinction between MEMBER'S meetings and board meetings.

The Community Association Institute (CAI) has literature for beginners. One called something like Toolkits for Directors was very useful to me when I was new.

JohnC46
(South Carolina)

Posts:7820


02/13/2018 4:03 PM  
Jay

I am questioning if you have yet to understand differences between BOD Meetings and Member Meetings (various types such as the Annual Meeting)?

Quorums can vary depending on the type of meeting and depend on what can happen.

Examples:

1. Our Member Meeting (Annual Meeting) requires 20% of all owners in person or via proxy to do any business at all. No 20% and we cannot do squat other then shoot the chit. No elections, no nothing.

2. Our BOD Meetings require 2/3 of BOD Members to be in attendance (no proxies accepted) to be able to vote on anything. We are supposed to have a BOD of 5 but we are down to 3. That is still a Quorum (3 of 5) and we can vote.

You need to work on distinguishing types of meetings and Quorum for such
TimB4
(Virginia)

Posts:16005


02/13/2018 4:09 PM  
Good point Kerry,

Here is some info for Jay:

The Board Member Tool Kit
A GUIDE FOR COMMUNITY ASSOCIATION VOLUNTEER LEADERS
from CAI

Best Practices Reports from the Community for Association Research

Community Association Network Washington State Page Articles and references specific to Washington State

Chapter 24.03 RCW Washington Nonprofit Corporation Act

Chapter 64.38 RCW Homeowners Associations

Subject: Reserve Studies/Funds 101 a thread on this forum which has many good links (earlier broken links are fixed later in the thread)

Subject: How to read a statute (law) Another Thread on this forum

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