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Subject: Yet Another "Quorum" Question
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Author Messages
RickM1
(Texas)

Posts:9


11/09/2006 1:17 PM  
Our current (1995) Bylaws in Texas reads that for annual meetings a quorum is:

"The members holding a majority of the votes that may be cast at a meeting who attend the meeting in person or by proxy shall constitute a quorum at that meeting. The members at a duly called or held meeting at which a quorum is present may continue to transact business even if enough members leave the meeting so that less than a quorum remains. However, no action may be approved without the vote of at least a majority of the numbers of members required to constitute a quorum. If a quorum is present at no time during the meeting, a majority of the members present may adjorn and reconvene the meeting one time without further notice."

NOTE: A voting member must be "..in good standing and present and entitled to vote"

We have 20 members in good standing.

I find the bylaw above difficult to follow - the first sentence suggests that if 3 "good" voters attended we would have a quorum?

Or does this bylaw describe a simple "quorum" of 51%...11 members in good standing.

Thanks as always?
PaulH3
(Connecticut)

Posts:29


11/09/2006 1:38 PM  
Rick,

First off, thank you for posting the actual wording that appears in your Bylaws. I wish more people would get into that practice.

They way I read it, it looks like 51% of the eligible votes must be represented to constitute a quorum.

RogerB
(Colorado)

Posts:5067


11/09/2006 2:05 PM  
Rick, I think this to be not written correctly. My interpretation, as written, means that as few as 1 member in good standing is a quorum. That is based on my belief that the votes which may be cast at a meeting by members in good standing or by proxies of members in good standing is always 100%.

I think what was really meant to be written is "A quorum is established when over 50% of the members in good standing are present either in person or represented by a proxy."
RickM1
(Texas)

Posts:9


11/09/2006 2:25 PM  
Thanks for the quick answers ... and Roger you point out my confusion. Many of our bylaw passages, like the one I posted, are very vaque. I see many interpretations discussed by very sharp HOA people...on something as simple as a quorum.

If I take our written version literally, it says 1 member is a quorum at a meeting. Logically I can believe that the writer probably meant 51%.

But, taking action based upon what you "think" the bylaws really mean, seems a little scary - should someone legally challenge past decisions taken on one's assumption. In this case, assuming 51% would seem the safest approach.

Thanks again guys.
BrianB
(California)

Posts:2820


11/09/2006 7:18 PM  
lol.. i see it a third way. 20 members in good standing. you must have 11 in person or by proxy to have a quorum. Then, all but one person can indeed leave, once quorum is established, and that last one person can vote, etc..
So, in my opinion, you need eleven to start, then can have any number after that.
GeraldT1


Posts:0


11/11/2006 6:46 AM  
RickM1,

Kudos on providing the exact wording.

I may have overlooked something and welcome insight. However, I do not read the first sentence to suggest that if 3 "good" voters attended you have a quorum. Perhaps someone can explain the logic thread to the question How in RickM1's scenario 3 voters could be a majority of the 20 votes that may be cast (quorum)?

I agree with PaulH3 and will take it further that IMI(interpretation) definitively 51% of the eligible votes must be represented (in person or by proxy) to constitute a quorum AND vote. As your by-laws state "no action may approved without the vote of at least a majority of the members required to constitute a quorum." In other words, if all members are in good standing, you need a majority of the 51% or 6 owners to approve something. But you must attain quorum first by the higher standard of a majority of the members in good standing.

That is why it is always good to provide members advance notice of all the items that will be voted upon or need approval so they can instruct the proxy holder to vote accordingly and a new meeting won't need to be called.

I think an intersting question is if the members in good standing are 18 (not 20), do 10 members, instead of 11, constitute quorum? That has been a hotly debated topic on HOATalk.

GeraldT1
NNJ

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Forums > Homeowner Association > HOA Discussions > Yet Another "Quorum" Question



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