Explain Quorum to me

I really need to understand my Covenants. I hope nobody minds my long post but I am going to type in the 2 main sections which have to do with voting word for word. My biggest question for those of you who hang in there is What is the fewest amount of people who can pass a vote. We have 47 households, am I to understand that it takes 24 to make a meeting. If not enough show up the meeting is adjorned and then started again a few minutes later as long as 12 people are there we can have the meeting and it would only take 8 yes votes to pass any thing that is voted on? Our budget went from $120 to $180 because of 12 people voted for it.
We are new and the board members have never established a proxy voting. They say it is up to the homeowners to send in their votes.
On the notice sent out before our meeting it stated the agenda for the meeting will include the 2008 Budget proposal. They supplied a copy of the budget. No where did it state how much it would be for each homeowner. They did show the lump sum needed for the next year but there was no figure on the paper to indicate how much each homeowner would pay. The committee said I should have sent in my vote based on that information.
Just to let everyone know, I paid it and that's the end of it. I do want to understand this because at the end of the year I would like to run for president.
Here Go:

Section 2.Maximum Annual Assessment. The Maximum annual assessment for the calendar year 2004 shall be Fifty ($50) Dollars for each Lot. Thereafter, maximum annual assessments shall be determined by the association as follows:
From and after January 1, 2005 the maximum annual assessment may be
increased each year not more then five (5%) percent above the maximum
assessment for the previous year without approval of two-thirds (2/3) of
each class of Members who are voting in person or by proxy at the annual
meeting of the Members of the Association.

Section 4. Notice and Quorum for any Action Authorized Under Sections 2 and 3. Written notice of any meeting called for the purpose of taking any action authorized under Section 2 and/or 3 or at which such action may be taken shall be sent to all Members not less than thirty (30) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of Members or of proxies entitled to cast fifty percent (50%) of all the votes of each class of membership shall constitute a quorum. If a quorum is not present, another meeting may be called, subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the preceding meeting.

Sorry for the long post, any one who answers I would be greatful to.

Charlie

It says "subject to the same notice requirement" to have the subsequent meeting. Isn't that in at least 30 and not 30 minutes later?

CharlieS,

Your increase may be invalid. I am not suggesting that you do not pay it, but you, along with the other homeowners, may have cause to have it declared null and void by a court and have the funds returned to you. I realize this may mean financial difficulties for the association, but rules are rules, laws are laws, and CCRs are CCRs, and we must abide by them.

Assuming the information you have posted is accurate, I believe there are things that have been done incorrectly.

1. A proxy is not an absentee ballot. It is a power of attorney authorizing another person to vote in the homeowner's place. Instead of a homeowner going to a meeting, the proxy (a person, or the proxy holder) attends the meeting in the homeowner's place and casts a ballot for the homeowner. For example, a proxy could be another homeowner. That homeowner would attend the meeting and cast two or more votes: one vote for himself/herself, and one vote for each proxy he/she holds. A homeowner may direct the proxy holder exactly how to vote, or, it can be left up to the proxy holder to vote however he/she chooses, thus giving the proxy holder, in effect, more than one vote. (This is why many people don't like proxies.)

If your state laws and your governing documents allow proxies, then every homeowner should have been provided with a proxy authorization form along with the notice of the meeting. If this was not done, then proper procedure was not followed.

2. Since the first meeting was inquorate, it was correct to adjourn the meeting. It would have been proper, at that time, prior to adjournment, to fix a date for a second meeting, allowing time to prepare and and send out the required meeting notice, and the minimum 30-day notice requirement. After adjournment, everybody should have gone home (or sat around and gabbed, or whatever). The calling of a second meeting to order immediately after the adjournment of the first meeting was improper (or stronger, it may have been illegal). The second meeting did not meet the notice requirement stated in Section 3 and was invalid. Therefore, any vote taken during the second meeting is null and void, which makes the increase invalid.

To GlenL, Charles#9, BruceF1 and MaryA1,
Thank You all so much for taking the time with your detailed answers. There would be stakes on the grill for everyone if you were my neighbors. I think the people supporting this site are awesome!

I do not, or want to fight our current budget. I do want to learn what was done wrong for future meetings and the voting process. I have brought up this calling off the meeting and calling it back on is not right but they told me there is no time frame stated so they can do it like that. How do I explain otherwise or where can I go to find a law or ruling on the definition this.

The reason for the $60 increase was to build a second sign at the entrance and make improvements to our grass field. There was no proposal present with cost involved people just came up with $60. Now we have learned there we can not build the new sign and the people at the last meeting said they did not want to update the park. Not only that but over 6 months later nobody has gotten an estimate for either project.
So now we have this extra money. At a meeting we had some people volunteer to spruse up our current sign. Next thing that happen was one of the board members took it upon herself to do it herself. She did not propose or ask for funds (because according to the board part of the extra money collected was to make the entrance look nicer) she has spent about $900 and is not done. I guess she has an open wallet because while most the neighbors I talked to were mad, not one of them spoke up. Most of us assumed the volunteers meant a few hundred dollars. This person plans on more plants, sod, maybe a retaining wall....... How do I stop this until we find out how much money this will cost?

Charlie

Thanks again to everyone for taking the time to answer these questions

Charlie,

I'm up for steaks, too.

Mary called it right. The best you can do is to show others the governing documents and point out that they clearly state the second meeting must meet the same notice requirements as the first meeting: no less than 30 days nor more than 60 days BEFORE THE SECOND MEETING. This provision does NOT mean that the notice of the second meeting is the same notice that was used for the first meeting. To that misinterpretation you can only appeal to common sense. IF it were correct to adjourn a meeting because of the lack of a quroum, and then immediately convene a second meeting on the same day, and then be able to meet a lower quorum requirement with the same people that were present for the first meeting just minutes before, then why not just have a lower quroum requirement for the first meeting to begin with? Since the effect would be the same, what is the purpose of the second meeting and the required notice? Obviously, it's to notify homeowners that the first meeting was inquorate and that if they want to have a say in what goes on, they had better get off their butts and attend the second meeting.

If you intend to run for the board, you are smart to try to understand your governing documents beforehand. I believe boards would function far better if all members took the time to try to understand their governing documents.

Charlie,

When you say "committee member", do you really mean board member? A committee member shouldn't have the authority to do as she pleases and spend money that hasn't been authorized by the board to be spent. Actually a board member shouldn't be doing that either. The board should be drawing up a plan and getting bids for the project. If this woman wants to head the project that's fine, but she shouldn't be doing anything that hasn't been approved by the board.

I'm not surprised that the other board members rely on the free legal advice of the Pres. Since he isn't charging for his "legal" advice he really can't be accused of giving legal advice w/o a TN license. Some people are in awe of people who have titles, i.e. DR, PhD, attorney, etc., etc. Of course it stands to reason that if a person has a law degree you would expect them to be able to interpret a set of gov. docs. But, if I see they are not interpreting the same as I would, just like you, I'm not afraid to question -- law degree or not. But, most people aren't like you and I. I'm sure some of the other assn members might be intimidated by this guy -- it's human nature.

Believe me, Charlie, I feel your pain! I don't know what you can do about this situation, especially if you are the only one who sees a potential problem. This guy shouldn't be a board member, and Pres. at that! I would suggest recall but only if you can get a large number of supporters.

As for the lawyer, I don't know when it crosses into "practicing law." A call to your bar association would tell you though. They are very interested in stopping anyone who is doing so without a license. As for why he can't practice there, it could be because he has not gone through the steps to become affiliated in your state. It isn't an automatic thing.

Now regarding your meeting an quorum, it was probably believed that your documents allows adjournment and an immediate meeting with half the number present. That is allowed by my association documents. I have pasted the relevant section below:

If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either by person or by proxy, may adjourn the meeting and immediately reconvene the meeting without further notice other than announcement at the meeting. At the reconvened meeting, the quorum requirements for such reconvened meeting shall be equal to one-half of the quorum requirement for the-adjourned meeting (hut never less than that permitted by law). If a quorum is present, any business which might have been transacted at the meeting originally called may be transacted.

The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that Members representing at least ten percent (10%) ofthe total votes of the Association remain in attendance and provided further that any action taken is approved by at least a majority of the votes required to constitute a quorum.

Bruce,

I think the mindset of the quorum requirement of Kirk's assn is this:

If there aren't enough members present to attain a quorum, the body may adjourn. During the adjournment the board should go door-to-door or call members asking them to come to the meeting. However, they still may not be able to attain the required quorum, so the requirement is lessened, thus making it easier to attain the quorum. The meeting is reconvened several hours later in the hopes a quorum will be present. This prevents the need to schedule another meeting for another day and time which would result in more expense to the assn and still no quarantee a quorum will be reached(the way Charlie's assn does it (or SHOULD do it!). Seems logical to me. Or, I might say illogically logical. Is that an oxymoron? LOL

Now, Bruce, I think you will agree my bylaws are much better. If a quorum is not attained ". . .the Chairman of the meeting or a majority of the members present in person or by proxy may adjourn the meeting from time to time w/o notice other than an announcement at the meeting, until a quorum shall be present or represented." Notice, the quorum requirement does not change.

My answer is 1; and it can be an owner or when allowed a non owner who is a proxy for an owner. What do I win

My answer would be one also. Now, even though Roger posted b/4 me if there is a prize I should get it because Bruce addressed his response to me! That's called women's logic and you know we're always right. LOL

Wouldn't it be interesting to put all these unusual provisions into a book. A bathroom humor book!

"Section 3.9 – Quorum. Except as otherwise provided in these Bylaws, the Unit Owners present in person or by proxy, at any meeting of Unit Owners shall constitute a quorum at all meetings of the Unit Owners."

"Except as otherwise provided by these Bylaws" is the key here. Does it state anywhere else what constitutes a "meeting"? (I am assuming you are talking about the Annual Meeting of the Members.)

If a quorum was not met, the meeting could have been postponed to another time, to be held without the Notice requirement. Then, at that meeting, whomever shows up can conduct the meeting. No judge in the USA would deny members who TRIED to hold meetings, but could not repeatedly get enough people there to conduct business.

I agree, Mary. I am licensed to practice law in 2 states but not PA. Why? Because I have no desire nor need to practice in PA. But my fellow Board members usually request, and defer, to me on my interpretaions of various "legal stuff" based on my decades of bar experience, much as I would defer to our Prez on medical stuff, because he's a physician (though he's not licensed to practice medicine in PA). So as to ascribing nefarious reasons as to why somebody is not licensed in in a given jurisdiction, knock yourself out, but his knowledge is probably valuable, esp. as it's free. However, I always diligently precede any of these types of opinions by stating I am NOT licensed to practice in PA, and that my views are simply those of an HO and S/T of the Board. I handle our books, but have no formal training, though do know how to add and subtract. Does that mean I'm always correct and have never been wrong? Of course not. If the HOA needed licensed legal counsel - such as, say, to file a lien on our behalf, or rep us in another legal proceeding - I'd be first to rec hiring one because, among other things, if I formally got involved, I'd risk jeopardizing my good-standing licenses.