"votes entitled to be cast by the members"

[Guest SFHA Bubba]

We as a Board are preparing for our upcoming Annual meeting of the HOA. One of the items on the agenda is to vote on a change to our present By-Laws which I have placed in quotes below. While chatting with another board member over the holidays, I made a comment that it is unlikely we will have enough votes(lot owners plus proxies) to carry according to our By-laws. What he questioned was the figure

I was using, which is a calculation figure We have used on many occasions(Annual Meeting of HOA) in the past. What it boils down to is the what is meant by "number of votes entitled to be cast by the members"

 

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VOTING RIGHTS: SFHA BY-LAWS Section 7 "each member shall be entitled to one vote for each lot owned". Homeowners pay 3 times more HOA fees than a vacant lot owner, and contribute more to the association through involvement in boards and committees, the Board of Directors recommends changing the by laws to read as such:

"each member shall be entitled to one(1) vote for each vacant lot  owned and three(3) votes for each lot with home so owned".                   YES_____            NO_____

While no where in our By-Laws or Covenants does it mention "Roberts Rules", it was mentioned during the above mentioned chat that We might have to check out "Roberts Rules" to help guide us....hence why I am here asking for opinions.

Hope it's permitted but I have placed certain portions of our By-Laws below that might be needed when commenting. I also will add that we have 455 lot owners with 128 unpaid assessments. As usual I used the formula...."TOTAL LOTS - UNPAID ASSESSMENTS = TOTAL # OF VOTES ENTITLED TO BE CAST"....that then makes 327 my important starting figure not only for Quorum but in amending our By-Laws.
 

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ARTICLE IV

MEMBERS, MEETINGS, AND VOTING RIGHTS OF MEMBERS

 

Section 1. All of the owners of lots within Shiloh Falls Subdivision shall constitute the members of the Association = 454

Section 5.  Quorum.  The presence at the meeting of members entitled to cast, or of proxies entitled to cast, at least sixty percent (60%) of the total number of votes entitled to be cast shall constitute a quorum for any actions, except as otherwise provided in these Bylaws.  If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present or be represented;  and at the meeting following such adjournment the quorum shall consist of one-half (1/2) of the required quorum at the preceding meeting [provided that a quorum shall never consist of less than one-tenth (1/10) of the total number of votes entitled to be cast by all members].  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, provided that the period of adjournment shall not exceed thirty (30) days. 

Section 6.  Proxies.  At all meetings of members, each member may vote in person or by proxy.  All proxies shall be in writing and filed with the Secretary.  Each proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot.

Section 7.  Voting Rights.  Except as hereinafter provided, each member shall be entitled to one vote for each lot owned by him provided that all assessments against such lot which are then due have been paid.

ARTICLE XIV

AMENDMENTS

 

Section 1.  These Bylaws may be amended, at a regular or special meeting of the members, by the affirmative vote of two-thirds (2/3) of the number of votes entitled to be cast by the members.

 

 

This may or may not qualify for this Forum but after reading many threads, I decided to ask what appears to be some very knowledgeable folks !

Questions needing answered !

1)60% starting figure for Quorum ?

2)Ammendment two-thirds(2/3) figure ?

Thanks and Happy New Year !

[jstackpo]

In the order you asked...

1).  Yes.

2).  "entitled to be cast" means ALL the possible (legal -- i.e., all assessments paid up to date) votes that could be cast and that number, per your note, is 327.  So 2/3 of that, the threshold of affirmative votes to be met or exceeded for adoption, comes to 248.

Parliamentary note:  This is a higher threshold that the "normal" 2/3 vote, which is 2/3 of the total number of votes actually cast (abstentions are ignored and not counted).

[Guest "votes entitled to be cast]

28 minutes ago, jstackpo said:

In the order you asked...

1).  Yes.

 

Thanks for the response....without assuming wrongly your "Yes" means 60% of 327 = 196 is what We need for a Quorum ?

I feel somewhat silly for even asking the above questions but that .1% of me wants to make sure the 99.9% of me has been correct these last four years in what I presumed to be a pretty straight forward answer ! I will also be talking to our HOA attorney after the holidays about reviewing our by-laws for his opinion concerning calculations and possible wording changes as it relates to same !

In reading the online RR FAQ's, I became more aware of the mistakes that can be made in simple wording when it comes to the simple use of majority

[Bruce Lages]

You would actually need 197 voters or proxies for quorum. 196 is only 59.9% of 327 and therefore doesn't satisfy the 60% requirement. There is no rounding up or down when figuring vote numbers or quorum numbers.

[Guest votes entitled]

Thanks Bruce, that's what I get for assuming 196.2 = 196....point taken

[jstackpo]

Guest V E wrote (a few replies back):

I will also be talking to our HOA attorney after the holidays about reviewing our by-laws for his opinion concerning calculations and possible wording changes as it relates to same !

Well, be sure your lawyer has knowledge of Parliamentary procedure - most likely he did NOT get any in Law school.

You might do better contacting a professional parliamentarian in your area. 

Contact either (or both) the ...

National Association of Parliamentarians
213 South Main St.
Independence, MO  64050-3850

Phone: 888-627-2929
Fax: 816-833-3893;  
e-mail: hq@NAP2.org  
<<www.parliamentarians.org>>

or

American Institute of Parliamentarians
618 Church Street, Ste 220
Nashville, TN 37219

phone: 888-664-0428
e-mail: aip@aipparl.org
<< www.aipparl.org >>

for a reference or information.  Both organizations offer training and contacts with local parliamentarians.

[Guest Bubba]

Thanks jstack for info !

[Richard Brown]

I agree with the comments by Dr. Stackpole and Bruce Lages. Your 60% requirement for a quorum is a bit higher than normal but it may be working fine for your HOA. If you are having a problem obtaining a quorum, you might consider a lower number. On the other hand, the "diminishing" quorum requirement for an adjourned meeting probably solves that problem rather nicely although creating an inconvenience for those who show up twice. It also serves as a pretty good incentive for members to show up the first time because at an adjourned meeting a much smaller number will be in the majority and can have their way.

As to the requirement of two thirds of the votes entitled to be cast in order to amend the bylaws, that is an unusually high requirement, much higher than the RONR standard of two thirds of the votes cast. Your requirement, as I interpret it, amounts to two thirds of the entire membership, less those who are delinquent. That is an extraordinarily high requirement. It might be possible to interpret that provision to mean "two thirds of the votes entitled to be cast at that meeting" (which would be roughly tantamount to two thirds of the members present), but that's not exactly what it says. It's ambiguous to me. How does your HOA interpret that provision?

[SFHA Bubba]

Thanks Richard....in a way the 60% requirement has never been an issue other than a few minutes inconvenience. By that I mean in the 7 years I have been at this HOA, we simply adjourn for a few minutes and reconvene the meeting and attempt then to have one-half (1/2) of the required quorum. The most We have had to adjourn is twice, so give or take a few minutes, We are able to continue meeting. I'm sure one could read the Quorum section above and scratch their head but that is how We have done it my 7 years and can only assume that's the way they have done it since the HOA incorparation 20 odd years ago !

As for the 2/3 of the votes to amend By-Laws....I assumed and have confirmed from a past HOA President that the intent, given the importance of the By-laws, which is one if not THE most important aspect of our HOA that they wanted a majority of the Assoc to agree to the change.  We as a board are convening days before our Annual meeting and will for sure be discussing this. I will be sharing how I have been calculating the numbers the last four years and will let it ride if they don't agree with what I think is the proper number which is jstack's way...."entitled to be cast" means ALL the possible (legal -- i.e., all assessments paid up to date) votes that could be cast".

The 2/3 votes only pertains to amending By-Laws and given they were amended 20 odd years ago, We don't have many elderly folks that were on the Board at that time to lean on regarding how they dealt with this. I do know a past President that I actually discussed this with a few hours ago and if it proceeds contrary to what he and I agree is the important starting figure not only for Quorum but in amending our By-Laws, he is prepared to stand up and say....Hang on just a minute

[Richard Brown]

Guest Bubba, I'll try to respond with more later (unless others beat me to saying what I want to say).  But, for now, just keep in mind that the interpretation of the bylaws is ultimately up to your membership.  In the event of a dispute, or an appeal from the ruling of the chair, it is a majority of those members present and voting (both by proxy and in person) who will decide the issue, provided a quorum is present and you don't have a rule to the contrary about interpreting the bylaws.  It requires a majority vote to overturn the ruling of the chair.  By majority vote, I mean a majority of those present and voting, both in person and by proxy, provided your bylaws allow proxy voting on such issues.  Some bylaws allow proxy voting only in elections and/or bylaw amendments.