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Subject: Rule changes
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JillS8
(California)

Posts:80


01/20/2019 7:26 AM  
We have a question about challenging a rule change. CC&Rs state the following.

"a rule change may be reversed by the affirmative vote of a majority of a quorum of the members, pursuant to Section 4070, or if the declaration or bylaws require a greater percentage, by the affirmative vote of the percentage required."

So if we have 50 owners, how many is that? Is it the majority of all 50 owners (more than 25) or a majority of what we would need for quorum (more than 13)?
JohnC46
(South Carolina)

Posts:8273


01/20/2019 9:13 AM  
Posted By JillS8 on 01/20/2019 7:26 AM
We have a question about challenging a rule change. CC&Rs state the following.

"a rule change may be reversed by the affirmative vote of a majority of a quorum of the members, pursuant to Section 4070, or if the declaration or bylaws require a greater percentage, by the affirmative vote of the percentage required."

So if we have 50 owners, how many is that? Is it the majority of all 50 owners (more than 25) or a majority of what we would need for quorum (more than 13)?




Jill

It would depend on what your docs define as a Quorum. Ours is 20%. Let us assume you have 50 members and that your docs say a quorum is a majority of the owners then you would need 26 members for a quorum. Let us assume you get only 26 which is enough to make quorum thus a majority of those 26 would be 14. Let us assume you get 32 which is more then enough to make quorum thus a majority of those 32 would be 17.

Same if your quorum is defined as a % such as 30%. Then 15 make a quorum and the majority of 15 is 8.

Back to you. What do your docs say is a quorum?
SueW6
(Michigan)

Posts:491


01/20/2019 9:20 AM  
“Rules” are usually passed by the board i. e. pool hours, garbage can placement, etc.

Is this a Board vote? (These “members” you are talking about? )
KerryL1
(California)

Posts:6350


01/20/2019 9:34 AM  
In CA, members (owners) make reverse a board-approved rule change along the lines that Jill describes per CA Civil Code 4070 and her HOA's CC&Rs ("declaration"). I don't have time to look up Civil 4070 right now.

As John says, she needs to find out what her docs define as a quorum of owners.

What was the rule change your board approved, Jill.
AugustinD


Posts:1591


01/20/2019 10:32 AM  
JillS8, I read it as the majority of what your HOA needs for a quorum of a properly noticed members' meeting.

By any chance is the requirement at your HOA for a quorum, '25% of all members either present in person or voting by proxy'? If so, and assuming neither the Declaration nor Bylaws require a greater percentage, then at least 13 members present in person or voting by proxy is a quorum. Then per JillS8's wording, and depending on the number actually present, as few as seven members voting in favor of reversing the rule will be able to reverse it.

The wording is pretty common, even at the City Council level. E.g. as long as a quorum is present, then a majority vote //of the quorum// wins the vote.
JillS8
(California)

Posts:80


01/20/2019 11:10 AM  
The rule is still in the process but the board is sure to repass. The rule is no street parking for 3 hours a night. There has been a rule on the books for 15 years but never enforced and never really legal since there is no signage. I can not find in my CCRS what would constitute a quorum so I looked to the Civil Code and that is what I provided in the original post regrading quorum.
We have no parking issues. Reason given by the board are " I dont want cars parked in front of my house" and It's a safety isssue. This has been a back and forth issue for almost 15 years. I know this sounds like a joke but it's true.
GeorgeS21
(Florida)

Posts:1209


01/20/2019 3:48 PM  
Jill,

I'm probably repeating others' comments.

Quorum specifics are usually in Bylaws, not CCRs ... some states probably different. Need to understand both docs.

It sounds, if your bylaws read like most, that it will be pretty straightforward to obtain a quorum - and, then vote to change the rules per CA.

However, I'm thinking about why the Board is now enforcing parking rules ... perhaps there is an increase is overnight parking, larger families, more renters etc? "We have no parking issues," may not be a widely held view ...
RichardP13
(California)

Posts:3531


01/21/2019 10:05 AM  
Quorum would be what is required in your Bylaws for a Annual Meeting. Let's say for argument's sake it is a majority and membership is 100. Then 51 would satisfy quorum and you would need a majority of quorum to reverse a rule and that being 26.

Must be done by secret ballot.

Been there, Done that
JohnC46
(South Carolina)

Posts:8273


01/21/2019 1:14 PM  
Posted By RichardP13 on 01/21/2019 10:05 AM
Quorum would be what is required in your Bylaws for a Annual Meeting. Let's say for argument's sake it is a majority and membership is 100. Then 51 would satisfy quorum and you would need a majority of quorum to reverse a rule and that being 26.

Must be done by secret ballot.



Are you saying if a Quorum is not established in the Bylaws then it becomes 51% of the membership?
RichardP13
(California)

Posts:3531


01/21/2019 2:38 PM  
Depends if quorum is required. For arguments sake, it is required in Jill's instance. Before ballots are opened, quorum must be obtained.

There are some association where quorum is not required. Then the rules better have a qualifier like a percentage of the membership.

Been there, Done that
SueW6
(Michigan)

Posts:491


01/21/2019 2:39 PM  
If its not stated in the bylaws or CCRs (% needed to conduct business) go to your state condo law or non orofit corporation laws.

It is NOT a majority figure; usually much less.
SueW6
(Michigan)

Posts:491


01/21/2019 2:39 PM  
If its not stated in the bylaws or CCRs (% needed to conduct business) go to your state condo law or non orofit corporation laws.

It is NOT a majority figure; usually much less.
JohnC46
(South Carolina)

Posts:8273


01/21/2019 3:47 PM  
Ours was a Quorum of 50% to be able to conduct business at our Annual Meeting but we changed it to 20%. It required 51% of all owners to approve the change.

Some got confused thinking we were changing to 20% to approve Covenant/Bylaw changes. We had to explain over..and over...and over it was for the Annual Meeting Quorum only.
JohnC46
(South Carolina)

Posts:8273


01/21/2019 3:47 PM  
Ours was a Quorum of 50% to be able to conduct business at our Annual Meeting but we changed it to 20%. It required 51% of all owners to approve the change.

Some got confused thinking we were changing to 20% to approve Covenant/Bylaw changes. We had to explain over..and over...and over it was for the Annual Meeting Quorum only.
RichardP13
(California)

Posts:3531


01/21/2019 3:53 PM  
Posted By JohnC46 on 01/21/2019 3:47 PM
Ours was a Quorum of 50% to be able to conduct business at our Annual Meeting but we changed it to 20%. It required 51% of all owners to approve the change.

Some got confused thinking we were changing to 20% to approve Covenant/Bylaw changes. We had to explain over..and over...and over it was for the Annual Meeting Quorum only.



So how does that work?

Been there, Done that
JillS8
(California)

Posts:80


01/21/2019 4:11 PM  
So I'm confused. We just had annual meeting and only 10 out of 50 ballots returned. We went on with the meeting anyways as we have done for several years because nobody shows up or cares.
Looking further into our docs. It does say the following

"Any action of the Association which must have the approval of the Members before being undertaken shall require the vote or written assent of a bare majority of the total voting power of the Association as well as the vote or written assent of the prescribed majority majority of the total voting power of Members other than the Declarant. "

So I assume it's 50 percent plus 1 to pass. Am I reading that correctly?
KerryL1
(California)

Posts:6350


01/21/2019 4:16 PM  
What did owners vote for on this ballot? Was it to overturn the rule? Or something else? I'm the one who's confused.

Based on your most recent quote, yes, it seems there needs to be only a simple majority for a topic that's appropriate for the membership to vote on.
JillS8
(California)

Posts:80


01/21/2019 8:23 PM  
It was our annual meeting and election. Not enough ballots returned so we stayed as the board until next January
JohnC46
(South Carolina)

Posts:8273


01/22/2019 8:27 AM  
Posted By RichardP13 on 01/21/2019 3:53 PM
Posted By JohnC46 on 01/21/2019 3:47 PM
Ours was a Quorum of 50% to be able to conduct business at our Annual Meeting but we changed it to 20%. It required 51% of all owners to approve the change.

Some got confused thinking we were changing to 20% to approve Covenant/Bylaw changes. We had to explain over..and over...and over it was for the Annual Meeting Quorum only.



So how does that work?




With attendees and Proxies we usually get about 30 to 35 of 112 owners. We never got 50%.
SueW6
(Michigan)

Posts:491


01/22/2019 1:22 PM  
Some HOAs can elect the board with proxies and live attendees, even without a quorum in attendance. Election only- no other board business.

Check your state statues or bylaws.

KerryL1
(California)

Posts:6350


01/22/2019 5:50 PM  


Calif. corporations code for nonprofit mutual benefit corporations (most CA HOAs) 7510

"(d) The votes represented, either in person (or, if proxies are allowed, by proxy), at a meeting called or by written ballot ordered pursuant to subdivision (c), and entitled to be cast on the business to be transacted shall constitute a quorum, notwithstanding any provision of the articles or bylaws or in this part to the contrary. The court may issue such orders as may be appropriate including, without limitation, orders designating the time and place of the meeting, the record date for determination of members entitled to vote, and the form of notice of the meeting."

Now I can't FIND it again, but I must be reading it wrong. Is it incomplete? It seems to say that there is no quorum requirement despite HOA docs????

I really didn't think there was anything in CA Corps. Code, but followed Sue's advice and took a look. Maybe someone else can find more of it and interpret.
RichardP13
(California)

Posts:3531


01/22/2019 7:09 PM  
California Civil Code now applies not Corporation Code because of the 2006 rules on secret balloting.

Been there, Done that
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