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CharlesW1
(Georgia)

Posts:818

09/07/2006 5:19 PM
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.

Charles E. Wafer Jr.

JohnM3
(Florida)

Posts:208

09/07/2006 5:19 PM
WilliamT: Sir your wrong big time the quorium in the state of florida is x% of members no matter what there standing is period. But to be eligible to vote is what ever your articles state. You cannot flucuate numbers that has been settled in court in Florida years ago

WilliamT
(Arizona)

Posts:489

09/07/2006 7:12 PM
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.

GeraldT1

Posts:0

09/07/2006 7:43 PM
WilliamT and Guys, Here's how I think of quorum. Quorum is a required percentage presence of Members to conduct a meeting, and to cast a vote. Also think of Members as board members. There has to be a quorum of board members, if one or two are in arrears, they are removed from the mix but you still require the percentage of board members (quorum) to conduct business, correct? In the case of board members quorum may be classified as a majority percentage, thankfully that is not the case in Chuck's or most associations, though some differ. Can one board member decide for an entire association? No. Though some unfortunately do, I digress, sorry. Just like a quorum of any LESS than x%, in Chuck's case 25%, can't constitute a quorum, and therefore present an opportunity for a decision of an entire association. Obviously by this discussion topic, quorum is interepreted, or felt to be based upon a sliding scale by some. I've never interpreted it this way. I've never held myself to a standard that presents disparity in qualifications to conduct business, or determine an outcome from one day to another. In that way, quorum must be a percentage of the whole. I again provide the example that if 275 are all paid up, the quorum of 25% is 69 owners. If 250 are paid up, the quorum is 25% of 275, not of 250. Otherwise that would mean that something got passed with less number of Members from one election to another, one meeting to the next. How can that be, how is that logical? Florida state law seems to have judged quorum not on a sliding scale, rather as a fixed percentage of the whole. GeraldT1 NNJ

RogerB
(Colorado)

Posts:3702

09/08/2006 7:09 AM
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.

Roger Borcherding Official HOATalk.com Sponsor DARCO Property Management (Colorado) (303) 925-0150 *See legal notice below (end of page) or go to www.hoatalk.com/legal

GeraldT1

Posts:0

09/08/2006 7:29 AM
RogerB, The debate rages on. Not for nothing but the information you give is an interpretation. You state "If his By-laws can be interpreted...". With all due respect, your post is no more definitive than other posts. Yes, Florida or other states rulings do not apply to Chuck's state in Georgia. Perhaps Chuck should investigate Georgia case law to see if there is a precedent, just like Florida. However, I'm not swayed by a quorum as being anything other than a fixed percentage because no one has yet to provide a response to my example reiterated below, perhaps you can which I would welcome and factor into my interpretation. A quorum defined as a percentage that can vary (rather than fixed on the aggregate of units which is always constant) would mean that something got passed with less number of Members from one election to another, one meeting to the next. IMO, quorum based on any other number than a fixed percentage presents an inequality. I will also take it one step further. Laws are to protect the process itself, which is the only thing that must remain objective. Clearly it can be beneficial for some if the standards for election are less than the minimum. Election rigging in hoa's has been known to happen. Quorum set as a fixed percentage of the aggregate at least sets a constant standard that must be attained, it encourages owners to be current on dues. GeraldT1 NNJ

JohnM3
(Florida)

Posts:208

09/08/2006 7:46 AM
First and foremost this association I have gathered is located in Georga . That being said only ga laws apply. Good Night

RogerB
(Colorado)

Posts:3702

09/08/2006 8:11 AM
Gerald, I totally agree that the percentage required to establish a quorum is always a fixed number, i.e., 25%, 20%, 10%. etc. However, the number of members required to reach that fixed percentage can vary significantly depending on the number of eligible members. Examples of changes in the number of eligible members occurs when: a) the By-laws state, and there is no overriding state statute, "Only eligible members may vote at meetings of the Board and the Association." And define an eligible member " an eligible member is a member who is not delinquent on assessment payments." Notwithstanding elibible member status all owners shall be allowed to vote when amending the Declaration. b) as a Development progresses through phase I, II, III, and onward until completed, the number of eligible members will be continually changing.

Roger Borcherding Official HOATalk.com Sponsor DARCO Property Management (Colorado) (303) 925-0150 *See legal notice below (end of page) or go to www.hoatalk.com/legal

WilliamT
(Arizona)

Posts:489

09/08/2006 8:20 AM
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.

GeraldT1

Posts:0

09/08/2006 8:46 AM
JohnM3, If you have Georgia case law to verify what quorum is please provide it.

CharlesW1
(Georgia)

Posts:818

09/08/2006 10:46 AM
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.

Charles E. Wafer Jr.

WilliamT
(Arizona)

Posts:489

09/08/2006 11:29 AM
Posted By CharlesW1 on 09/08/2006 10:46 AM 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. Charles, First check to see if there is a state law that deals with quorums for Planned Community Member meetings. If there is then that will supercede your bylaws. Then check your CC&R's to see when a member loses voting rights. It may be under a heading of "Suspension of Voting Rights", and may be found in Article 4 Voting Rights. Then check the exact language of your bylaws as to the quorum requirements for Membership meetings. Next check the bylaws for the exact language as to the quorum requirements for Board of Director meetings. The language is usually pretty clear and easy to understand.

GeraldT1

Posts:0

09/08/2006 12:09 PM
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
(Florida)

Posts:208

09/08/2006 1:50 PM
Understand the qty required for a quorium is etched in cement in florida it is x number %. Issue 1 Eligible to vote is a totally different and distinct issue # 2 stop mixing them they are independent entities

GeraldT1

Posts:0

09/08/2006 3:03 PM
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

WilliamT
(Arizona)

Posts:489

09/08/2006 4:01 PM
Posted By JohnM3 on 09/08/2006 1:50 PM Understand the qty required for a quorium is etched in cement in florida it is x number %. Issue 1 Eligible to vote is a totally different and distinct issue # 2 stop mixing them they are independent entities Hi John, First of all, please understand that I am not talking about Florida. I know nothing about Florida laws, nor do I know anything about your HOA bylaws. However, when a bylaw states that a quorum is a percentage of members "entitled to vote", then one must look to find what is meant by "entitled to vote" in another section of the bylaws or CC&R's. Our bylaws state that a percentage of those who are "entitled to vote" constitute a quorum. So we must ask this question: How do we determine who is entitled to vote? We find that answer in our CC&R Section "Suspension of Voting Rights" which says that a member who is in arrears for 15 days has their voting rights suspended until the money is paid. They are not "entitled to vote". Therfore, if they are not "entitled to vote", then they do not count in our quorum determination. Consequently, we must use both of those articles in our docs in order to determine quorum. Our language is quite clear. Your HOA does not have to do that because of your state law. I am a firm believer of adhering to the bylaws, and if a board were to be split on interpretations of a bylaw, then the solution is to get an attorney to provide a legal interpretation of the article in question. Our bylaw language makes sense to us. An example is if we were to have 225 members with a 25% quorum requirement, we would need 57 members to have a quorum. If all 225 members are entitled to vote, then that would be fine. It would not be as difficult to get a quorum of 57. If we have 69 members in arrears and not entitled to vote, then it will most likely be more difficult to obtain a quorum. Therefore, it makes sense that they should not be included in the quorum count. With 225 members minus 69 not entitled to vote, times 25%, the quorum requirement is lowered to 37 members. My opinion is that makes sense because with 69 members who cannot vote, the quorum requirement should be less. At any rate, if a board abides by the bylaws, and seeks legal advice when there is a question that may be interpreted differently by differnt board members, then they are doing their fiduciary duty and they are protected by the bylaws and their D&O insurance.

JohnM3
(Florida)

Posts:208

09/08/2006 4:08 PM
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.

WilliamT
(Arizona)

Posts:489

09/08/2006 4:31 PM
Posted By JohnM3 on 09/08/2006 4:08 PM 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. Hi John, Apparently you are more familiar with Arizona law than I am, and I respect that. I hope you will be so kind as to point out that law to me. Below is the url to the Arizona laws (called Arizona Revised Statutes) http://www.azleg.state.az.us/ArizonaRevisedStatutes.asp?Title=33 When you get to that page, just scroll down to Chapter 16, Planned Communities, and please point out to me where the law is that controls quorums. I've been studying these laws for a year, and I can't find it. Thanks,

JazW
(Arizona)

Posts:2

01/03/2008 12:36 AM
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

CharlesW1
(Georgia)

Posts:818

01/03/2008 4:38 AM
Posted By JazW on 01/03/2008 12:36 AM 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 JazW is correct; FOOD will certainly help attract members to make an appearance at meetings. However even that isn’t a guarantee! I and others have posted very similar question in the past seeking advice/help from others who are confronted with the same predicament as you. IF, proxies are allowed I would suggest as we have (Georgia) to have the current board solicit for proxies to at least establish a quorum. Make this a responsibility for the board members! If a vote is needed, you could mail self addressed ballots to every deeded Lot owner, although expensive, there is then NO excuse for NOT returning or go door to door and collect ballots (time consuming)from those eligible to vote on the matter as a last ditch effort. Compile a letter to accompany this reaquest,return address envelopes and ballots. I would also stress the importance of returning the ballot, in the mailing. Be sure to specify a deadline date to return by, will also help. Explain what will ultimately happen “IF” the necessary ballots are not returned. Be truthful and honest, but TRY to relieve SOME of their concerns. I think this would help, for sure. Use the search box in the upper right hand to search for previously written posts for additional ideas Best of luck. Keep us posted as too you. Chuck W.

Charles E. Wafer Jr.

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