How can I make certain we meet quorum?

Many of you have given me advice on my previous posts. I thank you all. I truly appreciate all the responses and advice. I have learned so much from all of you concerning HOA issues, which the BOD is confronted with on a daily basis.

This goes alone with my previous post title, “Should your vote count” I still feel the same as I did when I wrote that post. Although, I’m not nearly as angry as I once was. I have educated myself by reading all the previously written posts and responses all of you have wrote in the past.

I apologize for the long post. On September 23 at 10:00, my association will attempt to hold another election. I will be running once again for position on the BOD! As many of you know the last election was a “flop”. We couldn’t even attain quorum, which really upset me to say the least. I would like your suggestions as to what I can do to ensure that we meet quorum this time? The current BOD has proxies. So we are going to go door to door with these proxies asking the homeowner if they would fill out the proxy so we can have their permission to vote in their behave. We have 275 homes and our CC&Rs states we need 25% of (eligible) homeowners to meet quorum. Last election we were told by the MC we needed 69 votes, total. We had only 17 proxies and a not enough members attended the meeting to total the 69 needed to hold quorum. I believe it was JulieS that had told me that it is 25% of eligible members, not 25% of total members in the association, like I had originally thought.

Many of you had mention reducing the % needed for a vote to take place. I have given it some thought and I’ve decided it wouldn’t be wise of me, if I were to try and change the rule. I have been told by the current board that the PM does have an attorney drawing up, what paper work is needed to become a POA. From what I have read a POA only requires 15% to meet quorum and some other benefits that I feel many of the homeowners will appreciate in years to come. If any of you have information on POA, I would be very interested.

I don’t want to reiterate what I had previously written earlier in the post. At some point, there will be a time when a vote is required. I feel it should be a majority of votes accumulated, between proxies and attended members (eligible). I don’t think that all the members that are eligible should count against such a vote. I’ll just say this; once the volunteer is elected to the BOD. All we have is three volunteers for four positions. HMMMMM. I’m not a mathematical genius by any means but this would tell me that someone is going to have to fill two of these positions! That’s not fair to me, the community or the person that has to fill that position. Knowing this, I can see why there aren’t enough volunteers when it comes time for elections. If I didn’t feel I would be a great contributor to my community. I wouldn’t have perused this as much as I have. With that being said, Once the board is established you will have three (in our case) to make decisions for the entire community of 275 homes! How is that fair? Can someone explain to me why this rule shouldn’t be changed and why?

I feel like I’m just talking in circles about this. What I have heard throughout my entire life and will never agree with, is “it’s been that way for x number of years it hasn't been a problems thus far” or “if it’s not broken don’t fix it” who came up with these “quote”?

Again, I’m sorry for the long post. I always appreciate the advice many of you have given me of the past couple of months.

Thanks
Chuck W.

Thank you Roger, I hadn’t thought of that. It wouldn’t hurt. I know from the last meeting. We had to ask the people that were there if they would volunteer. We literally made them feel guilty. I will advisor the other board members to get more than the required as well. Just if case the ones that say they are going to be there aren’t!

Thanks for the quick response
Chuck W.

GeraldT1,

I apologize, for any confusion. It’s very difficult for me to put my thought into word all of you can understand.
What I am saying is we have 275 lots (I believe). The by-laws state that in order for a resident to be eligible to vote they would need to be current of their assessments. I have typed what is stated in the by-laws pertaining to quorum.

2.11 Quorum. The presence, in person or by proxy, of members entitled to cast at least twenty-five percent (25%) of the votes entitled to be cast at the meeting shall constitute a quorum at all meetings of the association. The members present at a duly called or held meeting at which quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

I feel that in order for your vote to count, you should indeed be current on your assessments. You should be a homeowner in the association. I feel they should be present or submit a proxy if they know they will not be attending the election. It shouldn’t be the total number of eligible residents (275). Out of those only the ones that are current on their assessment count! I agree that the homeowner shouldn’t be given the right to vote if he/or she is delinquent on their dues. What I don’t agree with is that all the members on the community are counted even if they are don't summit a proxy or attend! That makes no sense to me!

I hope this helps. I maybe just confused about the whole process. I appreciate as always your advice. Thank you
Chuck W.

ChuckW,

Your feeling "in order for your vote to count...." is justified by the by-law. You can't vote unless you are a member in good standing/current in maintenance.

If all members are in good standing than a quorum is 69 owners that must be present in person or by proxy.

25% is the constant. 25% of what, is the question. 25% of a reduced voting pool because some are not in good standing???

Do you believe that some members can get elected to the board based upon different criteria? If so, how then do you refute the owner that may claim unfairness that they had a harder time getting elected than you because more owners were in good standing? Does that sound fair, or logical? Who is then to blame, the owners that are paying on time?

You could ask management if the quantity of members who are not in good standing. It sounds to me like all the members in your community are.

GeraldT1
NNJ

GeraldT1
I’m not really following you. I don’t mean to sound ignorant. It really doesn’t matter how difficult/ or how “fair” it was for previous board members to be elected.
Let’s say that quorum is still 25%. 25% of what you asked? I say 25% of the members present, or of eligible homeowners that filled out a proxy. It has nothing to do with the total number of eligible voters! Why should their vote count if and when the board is established. They then make decisions for the entire community! Just the three, four or five of them! What percentage would that be? HMMMMM. I told you I was mathematically challenged.

What is your definition of being involved?
I'm just curious.

Chuck W.

GeraldT1,

I believe that is what I meant to say. Maybe I’m going about it or saying it the wrong way. My intentions are good for the entire community, which is why I want to be on the board. I just don’t think it’s fair to ME, my family, my friends or the existing board members.

Let me try to explain my thought process concerning this whole thing. It doesn’t make any sense to me why votes are counted even if the members are not present or they haven’t submitted a proxy. We have (as I have stated before) 275 homes. JulieS told me in my previous post (why should your vote count) that the 25% needed to meet quorum is the 25% that our by-laws states as such, Out of these 275 homes 206 where eligible to vote.(leaving 69 homeowners delinquent in their dues). The board had collected 17 proxies and a hand full of couple had made an appearance. (15).
The total needed to reach a quorum would need to be 52 eligible votes. Obviously, from my previously written posts we didn’t meet quorum so that meant all the volunteers (me included) didn’t get elected to the board. For all the people that showed up and for all the eligible members that submitted a proxy, in essence “their vote didn’t count”, they could have stayed home and gotten a couple hours of sleep, mow their lawn, spent time with their family. There are hundreds of things, I myself would have rather been doing. This may not be the proper way to express my feelings, and for that I apologize.
I would appreciate your opinion on the “flip side” of all of this. Is it fair to all the people who did attend or submitted a proxy? What about the current board members, those who have to continue to serve on the board because the members of their community didn’t attend or didn’t feel they needed to be involved? Now it that “fair”?
I can’t change what heart ache was felt when it come to previously volunteered board members. I’m doing what I feel would be right of a homeowner wanted to be involved, like many of you have done or are doing now. We have 10 or 20 different committees that our homeowners could be involved in. I feel the obligated to inform you of just who is involved in those committees, many of the people that made an appearance at the meetings and the board members themselves. Keep in mind, as you may already be aware that this is a “voluntary” HOA. Many of the homeowners that are on these committees are or have previously been on the board. Many of these same “volunteers” have jobs (full or part-time), and a life outside of the associations obligations.

It’s just really frustrating to me to want to do what would be best for me and my family, by running for the board Only to have my hopes determined by those who are not involved! COME ON!! You don’t even have to be Pro-HOA to know that it’s not “fair”. How is that fair to anyone? HMMMMM

I don’t feel any member of a community should consider them selves “involved” because they pay their assessment, mow their lawn, and follow the rules and regulations set forth in the CC&Rs. That isn’t being “involved” IMO!!
When an individual chooses to live in community with an HOA, He/She has made the concuss preference to surround their family with any and all means of security that is available for their family.
My intention for being on the board has nothing to do with what I consider to be right or wrong. I don’t agree with a majority of the by-laws but they were written in the best interest of the entire community, and that a respect!
I respect your views; I don’t mean to come across as impolite, by any means.
Thanks as always,

Chuck W.

ChuckW,

Your best bet to reach quorum is to get the proxies of 69 owners in your community, a majority of which are in favor of your election.

An election meeting on a Saturday is no guarantee of increased participation. Many prefer to sleep in, tune out, clean house, or go shopping.

Please understand the definition of quorum. Quorum is the minimum percentage required in person or proxy for a meeting to occur by board members, or vote to be taken by board members and owners.

The minimum quorum in your community for an election vote is 69 owners, not 52, check your math. Do not confuse quorum with votes.

Regarding your statement, "Out of these 275 homes 206 where eligible to vote.(leaving 69 homeowners delinquent in their dues)", my response is as follows: Take 25% of 275, you get a minimum of 69 owners to achieve quorum, not 69 owners delinquent in their dues.

Interestingly, quorum can fluctuate upwards of 69 owners. Because if 80 owners attend, or submit a proxy, quorum is increased to 80, so on and so forth.

Once the quorum is achieved, you need a majority of the quorum to achieve a resolution, in your case election of owners to the board. So a majority of 80 owners is 41, a majority of 69 owners is 36.

A bit of campaign advise, if your going door to door, I suggest being methodical and consider the total amount of proxies you really wish to collect once you get a quorum of 69 and a majority of those are in favor of your election.

Regarding your statement, "It doesn’t make any sense to me why votes are counted even if the members are not present or they haven’t submitted a proxy.", my reply is as follows: Votes are not counted by those that do not submit a proxy or attend a meeting. Do not confuse quorum with votes.

Regarding your statement, "What about the current board members, those who have to continue to serve on the board because the members of their community didn’t attend or didn’t feel they needed to be involved? Now it that “fair”?", my reply is as follows: No on is holding a gun to their head to stay on the board, what do your by-laws allow for the occurrence of vacancies on the board? Can the sitting board members fill the vacancy themselves? If your by-laws do allow board members to elect in the event of a vacancy, why didn't one or two of the sitting board members relinquish their spots, and allow the remaining board members to elect you, and or one of the current willing campaigners to the board?

If you wish to define quorum as 25% of a number that can fluctuate based upon those current in maintenance, please get it on attorney letterhead.

Your future is being ruled by a set of criteria for those that participate. Is that too much to ask? You are not held to get the entire community, just 69 or more to have an outcome. Checks and balances are part of every walk of life.

Best of success!!
GeraldT1
NNJ

Chuck,

I find it coincidental, and next to impossible that the same number your community needs to acheive quorum 69, is the same number of owners that are delinquent 69.

Check your facts on how many are delinquent. 1) Ask management the number that are delinquent. 2) Ask management the number you need to achieve quorum.

Post management's reply.

In the event you are unsuccessful achieving quorum, suggest to management and your board to follow JohnM3's 9 steps:

1. Meeting called to order.
2. Insufficent numbers to qualify for a quorum.
3. Since we cannot have a vote on a new board are there any volunteers to come on the board?
4. Welcome the new members as direct board members to finish the terms of positions not filled, or ever filled.
5. Are there any board members who wish to resign?
6. Are there any additional members who wish to serve?
7. After all the quitting and joining before the President is allowed to resign, quit, or leave he/she is the last to leave the meeting.
8. You then vote for who fills what position! Pres, vp treas, secretary.
9. Or if no one quits the board stays in place and if your docs allow you can add auxiliary board members or alternate board members.

GeraldT1
NNJ

Chuck,

Again, coincidental, and next to impossible. And my second question was, 2) Ask management the number you need to achieve quorum.

Is it still 69?

GeraldT1
NNJ

Gerald,

You are right about it being “coincidental”, and “next to impossible.” Although it was no longer next to impossible, when I was there and I witnessed the entire process! It happened!
I’ll check with the property manager as see what will be required to meet quorum for this election.
I know in our by-laws it states in order to be eligible to vote, you must be current on your assessment. 25% of those current on their dues will be eligible to vote. So the more that pay (which is a good thing) the assessment is that much more required to reach quorum. You take 275 lots and, let’s say 220 are current on their dues. Well 25% of 220 is 55 members would be needed to reach quorum! This is the way you would figure it, right?

I’ll check with the PM, right now.
Thanks again
Chuck W.

Chuck,

All those current on their dues will be eligible to vote, not just 25%.

Your statement, "Well 25% of 220 is 55 members would be needed to reach quorum!" is not the way I would figure it, it is not correct!!

GeraldT1
NNJ

RogerB & Chuck,

What's interesting about the sliding scale concept of quorum is that it creates a situation where it's easier to achieve quorum for one election than it is for another. Therefore, board members can get elected by different criteria. Think about that, it defies logic.

IMO, Chuck needs to go for 69 owners, just in case there's a dispute (say an owner claims they were not in arrears), that's WHY I'm pushing him towards that end of going for 69!!!

Best of luck in the races!!
GeraldT1
NNJ

Dear CharlesW Sir you are forgiven big time. The only reason I am opening my yap is I have been thru this 19 times.
Its 25 percent of the membership. With a caveat which is the only folks allowed to actually vote/ or contribute proxies to vote are eligible members. period

Research your docs for associate members etc. What we found was our docs allow our officers Pres, VP,Sec.Treas to hold office but they do not have to be on the BODs just members of the association. Just ask the tired directors to quit ( In a nice way ) Check your docs ours allows us to kick BOD members of the bod if they miss 3 consecutive meetings. Its fairle hard making suggestions w/o your docs in front of me.

I thought I knew, but I am not all that sure anymore. I am seriously confused. I have given examples of what I think it says and have asked if this is right? I then have asked what a quorum is. I thought one thing and then was told something else.

This is what my CC&Rs state regarding- 2.11 Quorum. The presence, in person or by proxy, of members entitled to cast at least twenty-five percent (25%) of the votes entitled to be cast at the meeting shall constitute a quorum at all meetings of the association. The members present at a duly called or held meeting at which quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.

I do appreciate all the advice you all have posted to me and to others who visit this discussion forum.

I’m learning from all of you with each post and response you write. I too look forward to reading many of your responses. Your advice is always very professional.

Thank you all
Chuck W.

I iterpret your CC&R's the same as ours. If members are not entitled to vote, they do not count toward the quorum.

You gave the example of 275 lots with 220 eligible to vote, and a requirement of 25% of eligible members for a quorum. Your answer, which is to take 25% of 220 which calls for 55 members for the quorum is correct, the way I interpret the reading of the covenant.

WilliamT,

Thank you! I had just read your response to my post. Your example, I felt was very similar to mine. I appreciate that you told me so. I have been receiving some very mixed opinions about what a quorum is.

Chuck W.

John, I'm only interpreting what I see written in the example of the bylaws that was provided.

I'm in Arizona and the Arizona law is silent as to quorums, so our bylaws control the quorum. In the example of our bylaws in Arizona I believe I am correct in my interpretarion.

I don't know anything about laws in other states.

Many posts have given Chuck conflicting advice about what constitutes a quorum. This probably depicts various posters' experience with their By-laws. However, only what Chuck's By-laws state matters (if there is no overriding state statute). If his By-laws can be interpreted two ways it is best to play it safe and go with 25% of all members being a quorum. However, if it is clear that a quorum is 25% of ELIGIBLE members and eligible (or ineligible) members are defined than Chuck's number of 55 eligible members does constitute a quorum. A quorum can and often does vary depending on the total number of eligible members.

As I advised Chuck, in those cases where there are ineligible members, he would be wise to get extra proxies just in case some are not eligible.

First and foremost this association I have gathered is located in Georga . That being said only ga laws apply.

Good Night

The requirements for a quorum of the Board of Directors and a quorum for a Member meeting are treated differently in the bylaws.

First of all, in Arizona there is no state law governing quorums. Arizona law does not permit proxies. Therefore, the quorum is determined by the bylaws.

Board of Director Quorum

In my association bylaws, a quorum of the Board of Directors is

"...a majority of the number of directors".

There is no sliding scale. Being in arrears has no bearing on a Board of Directors meeting quorum.

Members Meeting Quorum.

Our bylaw regarding quorum for Meeting of members is:

"The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership shall constitute a quorum for any action except..."

(Note proxies are not allowed by Arizona law. We use Absentee ballots.)

Our CC&R's determine who is entitled to vote, which ties into our bylaw regarding the quorum.

" In the event any Owner is in arrears in the payment of any assessments or other amuonts due under any of the provisions of the Project Documents for a period of fifteen (15) days, said Owner's right to vote as a Member of the Association shall be suspended..."

These paragraphs do not need any "interpretation". They are in very clear layperson language.

Summary

According to our bylaws and CC&R, if a Member is in arrears over 15 days, s/he is not entitled to vote, and is not counted toward a quorum for a Member meeting.

If we have 200 members and 25 are not eligible to vote, then our quorum is 10% of 175, or 18 members.

That is our bylaws. Yours may be different. And your state law may govern the quorum rule and takes precedence over your bylaws.

For us it is a non-issue because we never have over one or two in arrears and that is not enough to affect the quorum.

I thought I knew what a quorum was, but apparently not. I understand that it will very according to your state and depending on what your by-laws state as being required to meet quorum.

I believe our by-laws are saying that in order to be eligible to vote you must not be delinquent in any fashion. Being eligible to vote, will then make you eligible toward quorum.

I’m sorry I don’t know the proper terminology.

Chuck W.

Chuck,

At the end of the day, you know you need 69 owners, so go for that amount. How many proxies do you have to date, how many owners say they will be at the vote meeting?

Ask your MC how many owners are not eligible to vote, and ask the MC does that mean that 25% of those eligible is quorum or is it 25% of 275.

Start a new post and please tell us all what your MC says. If you have any additional questions, post that as well.

I have always considered quorum to be a fixed percentage number of the aggregate, not 25% of 270 (275 - 5 owners not eligible). Right or wrong interpretation aside, the real life reality is that I always wind up winning when thinking of it this way.

Understand, when it comes to elections the last thing you want is the rug to be pulled out from under you, because.....oops, we determined the outcome based upon misinformation that the quorum should have been 25% of 275, not 270 and guess what, you loose. This could conceivably occur.

Thank you for posting your question, sorry you don't have a definitive as of yet, you will, and keep us informed.

Best of success!!
GeraldT1
NNJ

JohnM3,

You say in Florida it is x number %, but Chuck is in Georgia, and others may not be in Florida, I am in NJ.

What others are saying is that as an example, 25% of those eligible to vote make the quorum. 25% is etched in cement, fixed. But 25% of a total eligibility can vary and therefore reduce the total for quorum.

Again, right or wrong, with a law for my state or not, I've always considered quorum to be a fixed percentage of a fixed number which is the total number of votes per unit.

In Chuck's case, I think we all agree that 25% of 275 is a quorum of 69 if all owners are members in good standing. But what about if only 270 are members in good standing? Some who've posted to this subject say the quorum would then be 68, so on and so forth.

That's what I'm referring to by the sliding scale and that's what I don't agree with, right or wrong.

Okay, so you say there are different issues here, that one issue is totally different and distinct than the other. Can you say why, or do you have proof why? Not just proof in Florida, but in Georgia, or other states as well? I'd like to know and learn something if my intepretation is incorrect, but more importantly, I'd like proof. It's just not good enough to tell someone they're wrong, especially when each state has differences.

Thanks,
GeraldT1
NNJ

What yoy folks are doing is confuseing 3 issues

1. Percentage quoriums for yearly meetings are fixed at x % of x members perio wheter they are in good standing or not is immterial
2. Monthly meetings the same qurium percentage wise also exists but it pertains to BOD members only.
3.For the vote only mailed proxies or directly delivered by BOD members, and voters in good standing count for the majority rules.

thats the law in every state I have been involved inhoas.

In Florida for condos is a quite different ball of wax. Only items on the agenda can be discussed. The BOD Secretary is supposed to set that.

One word - FOOD.

Two years ago, we didn't have enough people attend the annual meeting to meet a quorum. Last year, we included notice in the monthly newsletter that we would have pizza, sodas, deserts, etc. on a very small budget and had more people than we imagined. It was a great success.

Good luck. -Jaz