Get 1 year of free community web site hosting from Community123.com!
Monday, October 18, 2021











HOATalk is a free service of Community123.com:

Easy to use website tools to help your board
Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.
Subject: How can I make certain we meet quorum?
Prev Next
Please login to post a reply (click Member Login on the menu).
Author Messages
CharlesW1
(Georgia)

Posts:826


09/06/2006 6:08 AM  
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.

Charles E. Wafer Jr.
RogerB
(Colorado)

Posts:5067


09/06/2006 7:08 AM  
Chuck, if you have 4 openings and only 3 candidates I would try to recruit a good 4th candidate while going door to door to get proxies. I would also get extra proxies beyond 25% of the total membership just in case some proxies are disqualified.

CharlesW1
(Georgia)

Posts:826


09/06/2006 7:18 AM  
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.

Charles E. Wafer Jr.
GeraldT1


Posts:0


09/06/2006 7:21 AM  
CharlesW1,

In your case, the difference between 15% and 25% of eligable mortgage holders is 28 owners.

Only those members in good standing are permitted to vote.

What I believe you are advocating is basing the quorum requirement upon the number of owners in good standing? What do your by-laws state specifically regarding quorum. If 250 out of 275 are in good standing, your chances of getting quorum are better.

What is interesting about this is that situations may occur where owners get elected to the board by a different set of criteria. If in your current election 275 are members in good standing, then 25% quorum is 69 owners. If in the next election 250 are in good standing, than 25% quorum is 63 owners.

The number of BOD's to represent the community is typcially and odd number so to avoid a tie vote amongst board members, and based IN PART upon the reality that you'll never be able to inform, the total eligable mortgage holders the details necessary to run an association. The odds of getting a quorum of 3 out of 5 board members to vote on matters are mathematically better than getting 25% of 275 to vote on everything. 3 out of 5 is 60%, 25% of 275 is 69%.

Your logic is interesting to me because it seems on the one hand you are advocating a quorum of less, however you say it's unfair that there aren't more helping? Curious what your real feeling is?

There are many things in life that are unfair. What is illogical, but part of politics, is the grief that volunteers get for hard work, and honesty.

GeraldT1
NNJ



CharlesW1
(Georgia)

Posts:826


09/06/2006 10:02 AM  
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.



Charles E. Wafer Jr.
CharlesW1
(Georgia)

Posts:826


09/06/2006 10:02 AM  
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.



Charles E. Wafer Jr.
GeraldT1


Posts:0


09/06/2006 11:55 AM  
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

JohnM3
(Florida)

Posts:288


09/06/2006 12:22 PM  
Dear George: We have had this same struggle since we first started 21 years ago.Our developer wrote our docs nuff said.

Ours state 75 percent of the total homesites (307 sites/305 homes)we have never ever even came near to that but I have learned many things in all this time ( Last surviving board member from 1st board )We have never had a maxium number of BOD members our docs allow for 7 members for the last 5 years we have worked with 3 people period. We open every meeting with the following statement If you dont like what we do get on the board and change the way we do things. Most people quit after they are assigned 1 project to handle.

If you have 4 slots available and only 3 are running then everybody is on the BOD whats the problem? Yes we 3 carry the responsibility of 305 families, so what in case nobody has told you yet most BODs have several VP but the USA has only 1. So whats the big deal.
You get on the BOD and do things for the beterment of the entire community and thats it period. It aint a bucket of fun getting your chops broken for the lawn crew not doing there job or the painters not useing the right tint or listening to people complain cause we only have 12 colors to choose from on the exterior of their homes, the complainers who take up a half hour complainning about others when you sit and look in your laptop about all the violations on their own homes. After awhile you wanna scream. My favorite is , "Why should we have to sit and wait for you guys to do business before we are allowed to talk?" I guees our time counts as nothing. The times you have to close down your own electrical business to go get quotes cause your mc is on voicemail. Yea its really great being on a BOD..............................
CharlesW1
(Georgia)

Posts:826


09/06/2006 12:39 PM  
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.

Charles E. Wafer Jr.
GeraldT1


Posts:0


09/06/2006 1:45 PM  
ChuckW,

You don't sound ignorant.

It may not matter to you how difficult or how fair it was for previous board members, as you say. I find that comment, and your comment "why should their vote count if and when the board is established" shocking Chuck, but will hold my comments regarding qualifications of a board member in abeyance.

Is that really what you meant to say?

Doesn't a fair procedure matter to the system, to the ethics of being a fiduciary for a community? Do you know what the word fiduciary means, and the responsibility board members have as volunteers? Isn't fairness, and fiscal responsibility why you wish to join the board? Or do you just wish to get in anyway you can, and decide things without the need to interact with the community?

I could see how some might interpret quorum on a sliding scale of 25% of a pool that could fluctuate based upon those in good standing or not. But that is an interpretation. I've always considered quorum to be a fixed percentage. In your case 69 owners by person or proxy.

If you wish to amend that to a lower threshold, do so, but until then, it seems you must do as your by-laws prescribe.

GeraldT1
NNJ

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
CharlesW1
(Georgia)

Posts:826


09/07/2006 6:12 AM  
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.

Charles E. Wafer Jr.
JohnM3
(Florida)

Posts:288


09/07/2006 7:08 AM  
Dear CharlesW1:

We have this same thing happen every year. What you do not understand is a HOA is a business with business style rules and regs. Fair does not exist in business just rules and regs. You ought to be in construction. I am fighting with a Building Dept in Florida that lives under engineering rules from an engineer in the opposite end of the state. Thats life fair dont exist my friend. You are gonna find that out once you end up on a BOD. In addition you better get a handle on your MC you are the employer and they are your employee never ever let them dictate hoa policy to you listen to their advice and have a private discussion and then tell them how you want things done. You cannot have 2 bosses on any project period.


That being said and me not having a set of your docs, heres how I would handle the problem

1. Meeting called to order.
2. Insufficent numbers to qualify for a qorium( My spelling stinks bad computer)
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

This what we do every year for the past 5 years. Understand your stuck with members who do not will not and totally refuse to get involved with anything. But they are also the first ones to tell you what you have done wrong. You will also find out its your fault the sun dont shine or there toilet dont flush. You think im kidding ask Laura Bush why its Georges fault that people in supposedly his govt stab him in the back as they will also do to you. Thats part of being in America

Good luck the reason for the % on listed members is its a state requirement. Laws are written by lawyers to protect lawyers and to give lawyers jod security. Thats why we need more mommys in as leaders in our country. Down with the lawyers......
GeraldT1


Posts:0


09/07/2006 7:37 AM  
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
CharlesW1
(Georgia)

Posts:826


09/07/2006 8:55 AM  
I hear what you both are saying. I guess I just need to agree to what the by-laws state. They are as they are. As they say “build a bridge a get over it”

It appears that, I don’t know the difference. I apologize!

I thought it was when a minimum number of people who must be present (physically or by proxy) in order for a decision to be binding. At least that is the definition I found on- line.
Would you please clarify this for me then? We have 275 lots (houses built) out of these 69 are delinquent with their dues. This leaves 206 eligible to vote physically or by proxy. Is it 25% of those eligible or it is 25% of the 275 total. If that is the case then, I was misinformed!

Again, I would need to ask for forgiveness to you and everyone else for my misinterpretation of a quorum.

We have three volunteers now on the BOD. Two of them want this to be their last year servicing. I had mentioned to the board if they didn’t want to serve any longer then, they should just resign. If they resign could they then elect the volunteers to fill there spots? Because the volunteers are at such a minimum it wouldn’t even be a vote! Voting for whom? There isn’t like there a hundred to choose from. There is literally just enough to fill the positions. I guess there would be two choices 1- the volunteers, and 2- no one the board stays as it is. Right?

I appreciate the good advice. I will keep all that you state in mind as I make my rounds her soon enough.
Appreciate you educating me as too what a quorum is and what it is not.


Thanks,
Chuck W.

Charles E. Wafer Jr.
GeraldT1


Posts:0


09/07/2006 9:07 AM  
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



CharlesW1
(Georgia)

Posts:826


09/07/2006 9:59 AM  

Gerald,

Call it like you see it. The property manager, I and the current BOD all talked about the number of delinquencies. Ironically that number was the exact same as 25% of 275.HMMMM, we too found it to be nearly impossible as well. We were saying “right there is are quorum” LOL

I’m not sure if our documents allow us to add auxiliary board members or not. I will have to ask.

Again appreciate all the advice.

Chuck W.

Charles E. Wafer Jr.
GeraldT1


Posts:0


09/07/2006 10:09 AM  
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
CharlesW1
(Georgia)

Posts:826


09/07/2006 11:22 AM  
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.

Charles E. Wafer Jr.
CharlesW1
(Georgia)

Posts:826


09/07/2006 11:22 AM  
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.

Charles E. Wafer Jr.
CharlesW1
(Georgia)

Posts:826


09/07/2006 11:22 AM  
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.

Charles E. Wafer Jr.
GeraldT1


Posts:0


09/07/2006 11:41 AM  
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
(Colorado)

Posts:5067


09/07/2006 12:04 PM  
Chuck, you are correct that 25% of 220 is 55. So if only members in good standing are included in the quorum requirement then 25% of 220 is 55, which would be the minimum required for a quorum. When you get proxies go only to homes which are eligible to vote. I don't believe you meant to say that only 25% of those current on their dues are eligible; all 220 are eligible and can provide a valid proxy.
GeraldT1


Posts:0


09/07/2006 1:37 PM  
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

JohnM3
(Florida)

Posts:288


09/07/2006 2:53 PM  
All wrong its 25 percent of the members period.
But to be eligible you must be current in your dues. Stop speaking fair your dealing in government law not fair show me where fair is found in any set of docs or by-laws get off that band wagon fair dont count period period period period period,period.......
JohnM3
(Florida)

Posts:288


09/07/2006 3:22 PM  
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.
GeraldT1


Posts:0


09/07/2006 3:32 PM  
JohnM3,

Qualify who you consider "all" in "all wrong". As I've stated, I've always considered quorum to be a fixed percentage. For various reasons. In Chuck's case it's 25%.

I think you need to re-read the posts. In my mind, there is only one person that is wrong regarding quorum, and it isn't Chuck because he is not sure himself.

GeraldT1
NNJ
CharlesW1
(Georgia)

Posts:826


09/07/2006 4:38 PM  
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.

Charles E. Wafer Jr.
WilliamT
(Arizona)

Posts:489


09/07/2006 4:53 PM  
Our bylaws say a quorum is 1/10 of the Members entitled to vote. If one is delinquent in assessments or other amounts due for 15 days, our CC&R's state tht they are not elegible to vote.

Using simple hypothetical numbers, if we have 200 homes and everyone is current in their dues, the quorum requirement is 20 members.

If 25 members are in arrears over 15 days, they are not eligible to vote. That makes the quorum lower. 200 - 25 x .10 = 18 required for a quorum.

WilliamT
(Arizona)

Posts:489


09/07/2006 5:09 PM  
Posted By CharlesW1 on 09/07/2006 4:38 PM


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.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.
JohnM3
(Florida)

Posts:288


09/07/2006 5:16 PM  
Are you sure that the major heading does not say Yearly Meeting. Cause if your monthly meetings are being held under thid criteria its impossible to have monthly meetings without 25 percent of the members of the community. Period
CharlesW1
(Georgia)

Posts:826


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:288


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:5067


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.
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:288


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:5067


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.
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:826


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:288


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:288


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:826


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.
Please login to post a reply (click Member Login on the menu).
Forums > Homeowner Association > HOA Discussions > How can I make certain we meet quorum?



Only members have access to all features.
Click here to join HOATalk for Free! Members click here to login and access all features.







General Legal Notice:  The content of forum messages are from the posting member and have not been reviewed nor endorsed by HOATalk.com.  Messages posted by HOATalk or other members are for informational purposes only, are not legal or professional advice and do not constitute an attorney-client relationship.  Readers should not act upon this information without seeking professional counsel.  HOATalk is not a licensed attorney, CPA, tax advisor, financial advisor or any other licensed professional.  HOATalk accepts ads from sponsors but does not verify sponsor qualifications nor endorse/guarantee any sponsor's product or service.
Legal Notice For Messages Posted by Sponsoring Attorneys: This message has been prepared by the sponsoring attorney for informational purposes only and does not constitute legal advice. This information is not intended to create, and receipt of it does not constitute an attorney-client relationship. Readers of HOATalk.com should not act on this information without seeking professional counsel. Please do not send any sponsoring attorney confidential information unless you speak with the sponsoring attorney or an attorney from the sponsoring attorney’s firm and get authorization to send that information to them. If you wish to initiate possible representation, please contact an attorney in the firm of the sponsoring attorney. Sponsoring attorneys that post messages here are licensed to practice law in a specific state or states as indicated in their message signature or sponsor’s profile page. (NOTE: A ‘sponsoring attorney’ is an attorney that is a HOATalk.com official sponsor and is identified as such in the posted message or on our sponsor page.)

Copyright HOA Talk.com, A Service of Community123 LLC ( Homeowners Association Discussions )   Terms Of Use  Privacy Statement