Quorum

[Guest Bob V]

We are an Home Owners Association with 70 members which has an annual meeting with BYLAWS that require a Quorum of 50% of membership be present or by proxy in order to constitute a Quorum. The problem we have is that only 10 - 15 members ever show up for the meetings which only represents approx 21%. Often times we only have 10 members which represents 14% We have never been able to get membership to attend these important meetings to establish a Quorum. All our business over the past 5 years has really been null and void. How can we change the BYLAWS or suspend the rules if we can never get a Quorum?

[jstackpo]

It's tough... (and that helps a lot...)

Throw a free beer/food/movie party with the one purpose of the meeting to amend the quorum in the bylaws.

Set up a committee to thoroughly solicit proxies to that you reach your present quorum. Again, promise a meeting with only one purpose - to amend bylaws.

But check your bylaws carefully to make sure you follow the amendment rules found in them.

[Rob Elsman]

I disagree that the association can never get a quorum. It seems clear to me that there will be a quorum whenever enough members want there to be one.

[Burke Balch]

The original author of Robert's Rules, General Henry M. Robert, in the Question and Answer section of his 1923 book Parliamentary Law, gave advice on a situation not exactly parallel but quite similar:

Ques. 107 (p. 452): The by-laws of a society provide that they may be amended by a three-fourths vote of the entire membership, notice having been given at the previous regular meeting. . . . Repeated attempts have been made for two years to amend them, but it is impossible to get an attendance of three fourths of the entire membership. What can be done about it?

Ans. Since the society has adopted a provision for amendments in its by-laws that is impracticable to carry out, the only thing that can be done is to change that provision to a reasonable one, complying, in making the change, with the spirit of the existing by-laws as nearly as possible. . . . If notice of the amendment of this by-law is given as required by the by-laws, and it is adopted by a three-fourths vote of the members present, and then a mail vote is taken on the adoption of the amendment . . ., the amendment is adopted by a method as nearly in the spirit of the by-laws as practicable. While voting by mail is not allowed . . . unless it is provided for in the by-laws, yet this rule must be broken in order to comply with the spirit of an unwise by-law.

If you were to follow General Robert’s advice, when it was absolutely clear the required quorum could not be assembled, if those in attendance passed a bylaw amendment lowering the quorum by at least the proportion of votes cast the bylaws require for their amendment, and then a mail vote on the same bylaw amendment resulted in at least that same proportion of the votes cast in the mail vote in favor of the amendment, you would proceed with the lower quorum.

However, a VERY IMPORTANT CAUTION: This forum provides advice based on parliamentary procedure. Very frequently, homeowner associations are governed by state law. You ought to consult an attorney to ensure that following General Robert’s advice would not be illegal under state law – and also to see whether there are any provisions in statutory or case law that might give you another way out.