How would you interpret this (by -law)

Our By-Laws read like this.....

Proposal:
"Amendments to these By-Laws may be proposed by a majority of the voters represented in person or by proxy at an association meeting. Amendments may also be proposed in a petition signed by at least 20% of the eligible
voters of the association....." It goes on and says that a committee appointed by the board or the president can also propose changes.

Adoption:
"Adoption of amendments to these By-Laws shall require the majority of votes cast at a meeting of the association provided that the proposed amendment(s) have been stated in the notice of the meeting."

It's a very long story, but whatever I say here most of you will respond to me by telling me to look at my By-Laws and CC&R's local or State law. PLEASE BELIEVE ME WHEN I TELL YOU I HAVE. I have contacted the States attorneys office, the Secretary of state and several members of our local county commissioners office. Everyone said the same thing. You are a private corporation and as such you more or less make your own rules.

I am a member of the Board who resides in the minority. The majority, husband and wife who serve as our President and secretary (I'm the VP) and their neighbor ( a family friend and fellow church member) have been working together to form the majority opinion (3 out of 5). The 4th member never says anything until he has to and is unpredictable as to how he will vote.

Having said all that......

How would you interpret my By-Laws?

What is an "association meeting"?

Is that the annual meeting (the only meeting we are required to hold once a year)

Is it a special meeting (or would both qualify).

We also have monthly public Board meetings that the residents are invited to attend.

Next question,

What is the majority? It says "by a majority of the voters represented in person or by proxy" The problem with that statement is our proxies are NOT voting proxies, they are used simply toward our quorum (60% of 368 or 222 at our first meeting). We have never had more than 100 members show up at any meeting for anything, thus we have to cal several meetings before we can reach a quorum (quorum drops by 50% at each subsequent meeting.

This means that at our second meeting we need 111 (approx) to reach quorum. If the number of proxies exceeds the number of voters than no vote can be cast on an issue because we cannot get a majority vote (in this case 56). We will be lucky to have 40 living breathing people to show up at our meeting.
For example we have 40 real people and 75 proxies. WE have met quorum so the meeting can be held, but even if all 40 people are in favor of a change, the By-Laws read that they need the majority which in the case of 111 would be about 56 votes.

One other thing I expect the Board to do if all else fails.....

If the Board "conveniently forgets" to include the proposed change in the notice of meeting, then claims they can't address the issues because they "forgot" to include it in the notice of meeting, what can anyone do?

They are holding the strings and there isn't an ounce of accountability or responsibility between them.

I just called a lawyer, but I can't believe that I have to go to these extremes...

1) What is the majority? It says "by a majority of the voters represented in person or by proxy" The problem with that statement is our proxies are NOT voting proxies, they are used simply toward our quorum (60% of 368 or 222 at our first meeting). We have never had more than 100 members show up at any meeting for anything, thus we have to cal several meetings before we can reach a quorum (quorum drops by 50% at each subsequent meeting.

This means that at our second meeting we need 111 (approx) to reach quorum. If the number of proxies exceeds the number of voters than no vote can be cast on an issue because we cannot get a majority vote (in this case 56). We will be lucky to have 40 living breathing people to show up at our meeting.
For example we have 40 real people and 75 proxies. WE have met quorum so the meeting can be held, but even if all 40 people are in favor of a change, the By-Laws read that they need the majority which in the case of 111 would be about 56 votes.

One other thing I expect the Board to do if all else fails.....

2)If the Board "conveniently forgets" to include the proposed change in the notice of meeting, then claims they can't address the issues because they "forgot" to include it in the notice of meeting, what can anyone do?

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1) the word "OR" is your way out of this mess!

Quorum requirments have NOTHING to do with voting!! A quorum is just so you CAN conduct the meeting. If you have 100 proxies AND 5 people show up, the voting is based on just the 5 people!! Use your proxies to get to the quorum required, and THEN have your voting based on the actual live bodies there.

2) "Notice of the Meeting" is also a term used when calling a Special Meeting.

Sending out the Agenda and a reminder letter about an Annual Meeting can be a reminder about a previously scheduled annual meeting, as stated in the bylaws, i.e. always the 2nd Sunday in May. It's more of an invitation.

The AGENDA should indicate the order of business, reports, etc. and any proposed motions on issues proposed by the Board to be put before the membership for approval. This should be included in the letter.

Members should know that elections are always held at the meeting.

HOWEVER, if there is going to be a bylaws amendment, then ALL members need to be notified with the exact wording of the amendment. Those Bylaw Amendment steps should be in the bylaws.

Chris: In reading thoroughly both posts you have going on here, I am very concerned over the position you have put yourself in.

You state you are a Board member and the V.P.; however, you feel you are in the minority since 3 other Board members have the majority vote on Board decisions. That is unfortunate. It is also unfortunate that your Board President, along with his wife/Board member, issues a newsletter to members with 'their own' slant on things and you feel the members are not being informed of the true story.

This President/Board member is not acting ethically by acting independently from the rest of the Board. He is issuing a newsletter with information which has not been addressed and agreed upon by the Board as a whole. Wrong.

Further, I am concerned over your personal plan of action to circumvent the President and his 'friends'. You, as a Board member, are also acting independently of the Board by meeting with 25 other residents to try to undermine what you feel the President is doing.

You are really putting yourself in a delicate situation which may come back to haunt you in the eyes of the community. You cannot serve two masters....nor should you be in both camps.