75% of All vs 75% of Participants

Rebecca,
In order to pass an amendment to change the vote passing number, you will still need 75% of the total membership or 27 positive votes. Changing it to read "75% of participating votes is very dangerous because this would allow a very small number of members to pass or deny items that affect the total membership. Sad but true, owner apathy is such a big problem in associations but you cannot allow a very small numer of members to rule the roost.

Perhaps, 2/3rds of the entire membership would be easier to obtain for a vote response but not the 75% of votes. That could be as little as 8 votes if only 10 people vote or worse.

As a covenant, 75% of total means 75% of all. There is no room for the interpretation you are asking about.

Rebecca the bar is set high for a reason as previous posters have stated. Yes you have the best of intentions and would never use the change for your own evil purposes; but what about the next BOD or the one after that? Better to make the all of the needed changes to the CC&R's and work your butt's off to get them all passed at once. Also is there a minimum % required by Maryland law to change the CC&R's?

Rebecca you're going to do what you're going to do; I however would go no lower than 2/3rds to change the CC&R's if a higher number is not specified by law.

Donna, I am not (yet) versed in the state statutes. I'm sure it's only a matter of time before I get my full lesson.

As an example of a loophole that needs attention...

Right before a single home was built and closed on the 9+ acre lot, another developer came to our general HOA meeting and tried to convince us to exclude the lot from the HOA so that he could subdivide it and make a fortune. His only weapon against us was the difinition of 'lot'. Here's the exact wording...

"“Lot” or “Lots” shall mean and refer to any plot of land shown upon any recorded subdivision map of the Property on which it is intended that a single family residential dwelling will be constructed."

The developer's lawyer claimed that 'a single family residential dwelling' could be interpreted to mean a four story apartment building full of residential dwellings. We (the whole room full of homeowners) basically told the guy to go to he11 because we were not about to let that lot be subdivided.

I don't think that a multi family building would be classed as "single family residential" by your County but would be a class 2 multifamily dwelling, therfore he would not be correctly zoned to build that. His Lawyer was just blowing smoke, trying to be a big bully, smarter that the members in attendance. But then again, I have seen developers get by (or is it "buy")with unheard of projects.

Every set of documents that I have ever read needs some fine tuning or tweeking and removal of outdated language or restrictions. Yours are no different so just be diligent and it will be worth all of the effort.

It is not a "no" vote however it could be counted as an abstention. If your documents or state law allow the BOD to suspend voting privileges for lots not in good standing you would then need 75% of 34 not 35 lots.

Could someone explain: "Tenth: Amendment. Amendment of these Articles shall require the assent of seventy-five percent (75%) of the total votes of the membership voting as a single class."

the "as a single class" is not clear to me.

I have seen "75% of the members" and "75% of the members voting" but don't understand the "voting as a single class".

Rebecca,

If you have a unit that is in foreclosure, then that unit is not included in the voting requirement. Your documents read "75% of the total votes"; not 75% of the total homes

As far as changing the voting requirements - be careful what you wish for.

Yes, there was Class A and Class B, but B no longer exists because the builder is out of the picture.

I believe, as it is currently worded, that it must be 75% of all the 35 votes.

Nothing to add right now but I just couldn't stand having my counter at 666.

Harold if the H/O is in foreclosure the member is no longer eligible to vote in most HOA's depending on their CC&R's or state law (Member in good standing clause). The only votes you can count yes or no are the ones that are actually cast. I've actually seen proposed legislation on our state election ballot where a no vote would actually pass the ordinance and a yes vote would mean its defeat. Assuming the non-votes to be no votes brings up some interesting possibilities; word it right and you could pass anything.

Harold you're certainly entitled to your opinion. However if it's in the CC&R's that a person loses the right to vote if they don't pay their dues then they shouldn't come crying when they loose the right to vote because they're a deadbeat. IMO it's no different than a felon not being able vote in a lot of states because that's how the states rules (laws) are written.

In our bylaws, it says that a quorum is NOT requred to conduct business at the Annual Meeting, including election of officers. So this year, 25 (out of 250) people elected the entire board and officers. !!

HOWEVER, to raise the dues, there must be a quorum. Funny thing is that we never lack a quorum when we want to adjust the dues - or there is a controversial issue on the agends (like the speedbump question)

To get back to the Original Question: this person's CCRs should get corrected, if she wants it to read that amendments must pass by 75% assent of all eligible members. It currently reads, "75% of all members voting"

Susan,

I agree, the sentence in the CCRs is ambiguous and could be interpreted either way. It depends on whether you interpret "voting" as modifying the first part of the sentence, as in "seventy-five percent (75%) of the total votes of the membership voting" or modifying the last part of the sentence to mean, "voting as a single class."

I prefer the latter interpretation because the word "membership" is used instead of the word "members". "Membership" implies the entire body; the membership of an organization is all the members who belong to the organization, whereas the members of an organization is some subset of all the members of an organization. The phrase, "voting as a single class" implies just what is said, that all members who do vote, regardless of which class they belong to, must be considered as a single class for the purpose of voting. In some organizations, where there are different classes of membership, one class of members may have different voting privileges than another class.

Thus, I interpret the requirement to mean 75% of the entire membership and that all members voting must vote as a single class with the same privilges. There is no mention here of eligibility to vote, so I would have to conclude that whoever meets the definition of being a member is also eligible to vote.

We've seen many documents that have been written so they contain vague or ambiguous requirements. Unfortunately, when the author writes such a document, he or she understands what the intention is. Later, when the rest of us try to figure it out without the guidance of the author, we can arrive at different conclusions. That's why lawmakers have to be very careful in the wording used when writing laws.

John,

I believe the original question dealt with the requirement to change the CCRs, an entirely different matter. I think you are comparing apples to oranges.

Changing the CCRs is serious business and the conditions imposed affect everybody. They are deed restrictions and are akin to a contract between each homeowner and the association. Thus, setting a high threhold for their change is not unusual, and is probably mandated by state law in several states. I know that here, in Connecticut, CCR amendments must be approved by a large number of all homeowners, independent of what the requirements for a quorum may be. Quorum requirements may be set intentionally low, for the very reasons you mentioned. If you barely meet the quorum, you can conduct almost any business, elect board members, etc., but, chances are, you wouldn't have enough votes to be able to amend your CCRs. Read your documents very carefully. I've read ours several times over and I can always find something in them that I don't remember seeing before.

You can only do what your bylaws allow you to do. Sending the proposed amendment to homeowners to vote yes or no (b), sounds like an absentee ballot to me. You can do that only if your bylaws allow it. If your bylaws allow proxies but not absentee ballots, then that's the way you have to do it.

Absentee ballots, if used, are sent out and must be returned prior to the annual meeting date. They remain sealed and are opened and counted after the vote has been taken at the meeting. Consider how absentee ballots are used for your municipal or state elections. You should do it in a similar fashion.

A proxy is different in that it is a power of attorney authorizing the proxy holder to vote in place of the person who authorized the proxy. Corporations use proxies often. Many people in HOAs don't like proxies because, unless the person (homeowner) issuing the proxy tells the holder how to vote, he or she is free to vote any way he or she chooses. Thus, if one person could collect 10 such proxies, he or she would end up with 11 votes: the 10 proxy votes plus his or her own.

Thanks, Bruce.

Our ByLaws allow either absentee or prox, and based on your thoughts, we're going the absentee route and will mail out the amendment for votes shortly.

John,

And make sure you state a date when the absentee ballots must be returned (received). Also make sure your secretary marks the envelope containing each ballot (right next to the return address) with the date it was received.

Thank you Roger.

John based on your post it appears to be a mail-in ballot; that is not a proxy. A mail-in ballot followed up, if necessary, with the non responders is the means we have always use to get amendments approved.