Vote Threshold Needed to Reduce "Supermajority" requirement?

[Guest James]

Our HOA Declaration (which requires a 67% affirmative vote of the entire membership to amend) specifies that we need a 90% affirmative vote of the entire membership to disband. State law places the minimum threshold possible at 80% of the entire membership, and we (the Board) would like to reduce to this minimum amount (to make the chance of this happening someday move from "downright impossible" to just "ridiculously difficult").

Is there any special parliamentary rule or principle that states that an amendment that seeks to reduce a particular elevated voting threshold be passed by that same threshold, instead of a lower one that would normally apply? I can't figure out if using a 67% vote to reduce a 90% requirement to 80% is an abuse, or a good parliamentary strategy.

Thanks!

[Gary Novosielski]

There is a rule [RONR (11th ed.), p. 261, ll. 14-17] that says a rule cannot be Suspended in the face of a negative vote as large as the minority protected by the rule. So suspending a rule requiring a 90% approval (which protects any minority over 10% in size) would take a 90% vote to suspend.

But that citation applies to suspending a rule, not amending it. If the rule is contained in the bylaws, and if all the rules in the bylaws that pertain to their own amendment are followed (apparently requiring a 67% in your case), then I think a case could be made that the amendment would be proper, as long as it did not conflict with the minimum 80% rule specified by your state law.

But I also think it could be argued that this makes the 90% rule a paper tiger, because (taking care to properly amend the bylaws) the rule could always be lowered by a "mere" 67% vote, if that number wished to disband the organization.

Stick around for more finely tuned opinions.

[jstackpo]

An HOA Declaration is, I presume, a legal document so you had better check with an appropriately trained lawyer on this, but...

It looks to me that there is a nice big loophole: if your Declaration requires 67% to amend, then that seems to me to be the threshold you need to reach to lower the disband requirement to 80%.

However, if you really want to disband, why not just rescind the declaration? That is a form of an "amendment" -- a rather substantial one, to be sure -- so the 67% should do it.

But check with that lawyer - I'm just a parliamentarian. State laws supersede RONR.

[Guest Lisa G]

The constitution governing our board of 25 indicates that a simple majority is needed in order to pass a motion. Earlier this year, a controversial motion was made, and it passed 13-12. There are some on the board who say that the organization should not have moved forward on the initiative, given the narrow margin, yet, there seems to be a case for moving forward, given (a) that it DID pass, and (2) to have failed to move forward on the initiative would have been ignoring the 13 votes for the initiative. These same people do not want to consider a constitution change requiring a supermajority for certain types of initiatives. That would seem to put the chairman in the no-win position of having to kill an initiative that has passed. Any thoughts or guidance would be helpful.

[Gary Novosielski]

Please ask new questions in a new topic!

When a motion passes on a majority vote, it makes no difference whether it passes unanimously, or by a scant margin. There is certainly a case for moving forward, since the motion passed. Failure to move forward would probably be dereliction of duty by the person charged with carrying out the motion.

There is absolutely no case for requiring a "supermajority" (which, in spite of the name, is actually minority rule). For one thing it's not in your bylaws, and for another, even if the bylaws were amended, it would not retroactively affect any vote already taken.

[Trina]

...That would seem to put the chairman in the no-win position of having to kill an initiative that has passed. Any thoughts or guidance would be helpful.

Never mind the no-win part -- what do you imagine would give the chair the authority to 'kill' something the assembly has passed? Certainly nothing in RONR gives the chair such powers.