Interesting Quorum Wording

I'm in need your wisdom.

I live in Washington State and just became Board President (for the 3rd or 4th time. It's a tiny condo). Looking over our bylaws to draft an amendment to modernize what means we can use to notify owners (it actually says telegraph is allowed), I noticed this interesting clause on quorum.

"2.2.2 Quorum. Except as otherwise provided in these Bylaws, the presence in person or by proxy of a majority of owners as above defined shall constitute a quorum. An affirmative vote of a majority of the owners present, either in person or by proxy, shall be required to transact business; provided, however, that no business shall be transacted unless a minimum of thirty percent (30%) of all of the owners, either in person or by proxy, vote affirmatively, and no director shall be removed unless a majority of all of the owners vote affirmatively for removal."

Right off, I see this needs amending because it confuses 3 things: quorum, passing motions, and removing a director. So, I tinkered with it. I removed the part about removing directors because it's covered elsewhere. For the rest:

"2.2.2 Quorum. The presence in person or by proxy of a majority of owners (as defined in 2.2.1) makes a quorum.

"INSERT NEW: 2.2.3 Motions. An affirmative vote of a majority of the owners present, either in person or by proxy, shall be required to pass motions unless a higher majority is required by these bylaws, other governing documents, or by law."

-------------

Here's my question: what purpose is served by this clause: "no business shall be transacted unless a minimum of thirty percent (30%) of all of the owners, either in person or by proxy, vote affirmatively."

Imagine just 51% of the owners attend live or by proxy the annual meeting. That makes the quorum. Then we vote on a contested motion, and again, 51% of those attending vote Yes. But this is only 26% of all the owners. What happens to the motion? Does it fail? Are the absent owners to be polled to break the impasse? Why should the 49%, who got the same notice as everyone else and for whatever reason couldn't make this important enough to attend or provide a valid proxy, get this type of implicit power to block action through their indifference? Presumably, by not attending/giving a proxy they have voluntarily shucked off having much of a say.

I'm ready to be enlightened.

In Washington State, a new law allows for absentee voting of homeowners. You can mail out paper ballots to your condo members and if they return the ballot (photograph using cell phone, in person, mail, etc) they count as quorum for meeting purposes. It's a lot easier to ask people to vote than to fill out a proxy.

This law applies to all HOAs and COAs.

Thanks for the interesting replies. I deliberately didn't put all the layers of legal docs and context to shorten my original post. But, to answer, yes, We opened in 1982; to amend our bylaws requires 75% owner approval; the Declarations state simply that running the condo are devolved to what is in the bylaws; these bylaws were written & approved by who knows who and lack any sourcing information about who first drafted them; that we operate under RCW 64.32 Horizontal Property Regime Act of 1963 and RCW 64.90 Washington Uniform Condominium Act of 2018. Today at Noon I'm sitting in on a zoom call about updates to the state's condo laws enacted in 2021.

About proxies and ballots: When our Board knows what may come up we include that in the proxy form with a pair of options. An owner can designate a proxy with limited powers (to only vote as they mark the ballot portion), or unlimited powers (to vote as they think the proxy-giving owner would on other matters which may arise not on the ballot). We have a challenging time stepping up to serve on the Board, so the annual materials are nearly always mailed without a full list of people willing to serve. We work it out at the meeting. This way, with an unlimited proxy, missing owners have a way to voice their approval of their peers who step forward to serve their interests in the common areas. Wish it wasn't like that, but I must play as they cards fall.

Back to my current focus, which is drafting an understandable set of updated clauses for a possible presentation to the Board and then with their approval, to the whole association. The original goal was to update & rewrite our bylaws to allow electronic notices & meetings for our annual & board meetings at the option of the Board. All these rules were suspended during COVID by executive order, but now are restored unless our bylaws continue to allow it.

Most of the laws set a starting place and add wording like, "unless there's a different requirement in the governing documents." Given my study of our Governing Documents, there's only one place where this 30% idea is mentioned, and it's in this clause on quorums.

It only adds confusion and thwarts the Association. In the next set of edits I will take it out so that any action passed with a proper quorum, really passes with no further check needed about whether this circuit breaker was tripped. I'll also delete the comment about removing directors because it doesn't relate to whether a quorum is present and is addressed in the Officers section.

Question: Have I overlooked something about why this 30% idea is needed or valuable for the owners taking an active part, rather than the indifferent ones who could not be bothered?

I doubt you missed anything, other than perhaps overlooking why super majority requirements occasionally exist.

I would just call the 30% requirement a super majority requirement. If one understands the purpose of a super majority requirement, one can find support for the aforementioned 'minimum 30% of all owners' requirement (the 30% minimum requirement denoting a requirement that ensures a mere 25+% of owners are not making huge decisions at owners' meetings).

I get that you may think the 30% requirement is dumb and has no logical basis. Many think all quorums, for HOAs and COAs, lack a logical basis. (Maybe these folks are right, especially in these days of attending meetings by Zoom.) And so on.

On absentee ballot voting, I trust you are aware of this from 64.32:
https://app.leg.wa.gov/RCW/default.aspx?cite=64.32.280

I am assuming you still need a given % for a Covenant or Bylaw change? What do your Covenants/Bylaws say about required %?

For the archives:

The first post here quoted a section of the bylaws titled "Quorum." This bylaws section also speaks about what is required to transact business. In my experience, the mere fact that the section is titled "quorum" does not render the sentences about transacting business as irrelevant or not legally enforceable. By my reading, a court would enforce these other sentences as written.

Nationwide, it seems to me that the titles of CC&R sections and Bylaws sections often do not quite match the contents of the section. In my experience, this does not mean that the material beneath the title is somehow invalid.