In our organizations by-laws under quorum at the annual meeting, it states; owners present and voting at a duly called meeting shall constitute a quorum. Proxy votes will be permitted.
Questions raised now are:
Do these two statements conflict? "owners present and voting" and "proxy votes" permitted since clearly if you have a proxy vote, they are not present?
Does the vagueness of stating just cottages present and voting.....consitute a quorum, give credence to if only 3 owners attend, a quorum has been reached? Our by-laws do not currently state a specific number but NYS non-profit law mentions
(a) Members entitled to cast a majority of the total number of votes entitled to be cast thereat shall constitute a quorum at a meeting of members for the transaction of any business, provided that when a specified item of business is required to be voted on by a class of members, voting as a class, members entitled to cast a majority of the total number of votes entitled to be cast by such class shall constitute a quorum for the transaction of such specified items of business." (b) The certificate of incorporation or the by-laws may provide for any lesser quorum not less than the members entitled to cast one hundred votes or one-tenth of the total number of votes entitled to be cast, whichever is lesser, and may, under section 615 (Greater requirement as to quorum and vote of members), provide for a greater quorum.
Under these laws, we have 49 owners, would this mean 25 in section a, above? is the quorum required or at least 5 in the 10% rule in section b?
We want to clean up this wording to prevent future conflicts at this years annual meeting by amending the by-law. Any suggestions greatly appreciated.