Required # votes for bylaw amendment?

Anyone up for settling an interpretation disagreement? We are a 52-Unit community. Our CCRs define quorum as:

"The presence in person or by proxy of 35% of the Co-owners qualified to vote shall constitute a quorum for holding a meeting of the members of the Association ..."

As is fairly typical, they require the following for a bylaw amendment:

"These Bylaws may be amended by the Co-owners at any regular annual meeting or a special meeting called for such purpose by an affirmative vote of not less than 66-2/3% of all Co-owners."

I'm reading this as, quorum is 35% of members in good standing just to hold a meeting or vote related to passing a bylaw amendment. However, to pass, an amendment would still need 66-2/3% votes of the entire community — 35 votes — regardless of how many people attend as long as quorum was reached.

Another Board member is saying is would be 66-2/3% of people at the meeting, provided quorum was reached.

Thanks

Dee,

What does co-owners mean? Are there 2 co-owners of each unit or 1. Co- to me means 2 and that would certainly change the numbers that I used for quorum and total votes allowed.

Dee,

IMO, "entitled to vote" and "qualified to vote" are one and the same. IAW your bylaws the quorum of 35% is based upon the members who are in good standing. The required vote % is 66 2/3 of ALL the members, regardless of whether or not they are in good standing.

BTW, your fellow board member is incorrect in his/her interpretation. The members do not have to be present to vote. The quorum requirement states members voting in person or by proxy.

Dee,
It all depends on how the State law is written. It can say--"-shall be 2/3rds or may be 2/3rds or depending on the governing docs" The State laws in many cases just reccomend numbers IF the governing docs do not address it. So if Michigan law gives the associations to set their own percentages, then your Docs are the governing numbers for passing. Can you post the MI. Statute on this ?

Donna:
There are two sections of the Act that seem to address this topic. The portion that I was referencing (559.190 Amendment of condominium documents) says:
"(8) For purposes of this section, the affirmative vote of a 2/3 of co-owners is considered 2/3 of all co-owners entitled to vote as of the record date for such votes."

Also in 555.190, there is a section that says anything in our docs that might require more is essentially void:

"(2) Except as provided in this section, the master deed, bylaws, and condominium subdivision plan may be amended, even if the amendment will materially alter or change the rights of the co-owners or mortgagees, with the consent of not less than 2/3 of the votes of the co-owners and mortgagees. A mortgagee shall have 1 vote for each mortgage held. The 2/3 majority required in this section may not be increased by the terms of the condominium documents, and a provision in any condominium documents that requires the consent of a greater proportion of co-owners or mortgagees for the purposes described in this subsection is void and is superseded by this subsection."

SureshD:
I'm satisfied from the discussion that the other board members position of the 3/2 vote of those in attendance is not valid. But it looks like although I might have interpreted our documents correctly that 2/3 vote of the community is required to pass, our state law overshadows that and says essentially 2/3 of our community that is eligible to vote (those that are not delinquent). This is fairly significant in a community of our size as it would take the number required to pass an amendment at present from 35 down to 30.

Dee,

Well, the other board member is still wrong -- your bylaws and MI state law both mean 2/3's of ALL the members, not just those in attendance whether in person or by proxy. This is something that confuses many people, so your other board member is not alone. The bylaws and state law must be read very carefully to arrive at the proper meaning. If it was meant to mean only those voting it would say "2/3's of those voting either in person or by proxy".

And, you are right, MI law trumps your bylaws. If it says "of those qualified to vote" that means only those in good standing can be part of the 2/3's.