Conundrum on quorum for annual meeting

[Lauriemcg]

Our current bylaws state that for a quorum at the annual membership meeting:

 

"Three Quarters of the Board Members of the Residents Association entitled to vote, represented either in person or by proxy, shall constitute a quorum at. If a quorum is not present or represented, the meeting may be adjourned with a second notice given pursuant to these Bylaws."

 

Note that it states 3/4 of Board Members and says nothing about membership. (note we are revising bylaws due to this and other discrepancies, but they are not yet approved.) 

 

Our state law for HOAs says:

"Unless the governing documents specify a different percentage, a quorum is present throughout any meeting of the association if the owners to which thirty-four percent of the votes of the association are allocated are present in person or by proxy at the beginning of the meeting.

 

So the question has come up when we meet this week, do we consider a quorum is present by our bylaws definition which doesn't take members into account, or fall back to the state law, tho it says "unless governing documents specify a different percentage..."

 

So, is there a way to decipher this for our meeting?

 

Laurie

 

[Josh Martin]

Our current bylaws state that for a quorum at the annual membership meeting:

"Three Quarters of the Board Members of the Residents Association entitled to vote, represented either in person or by proxy, shall constitute a quorum at. If a quorum is not present or represented, the meeting may be adjourned with a second notice given pursuant to these Bylaws."

And you're sure this is the quorum for the annual meeting of the membership? Not the quorum for board meetings?

So the question has come up when we meet this week, do we consider a quorum is present by our bylaws definition which doesn't take members into account, or fall back to the state law, tho it says "unless governing documents specify a different percentage..."

So, is there a way to decipher this for our meeting?

If your bylaws actually require 3/4 of the board to be present for a quorum at a meeting of the membership, then that's your quorum.

[Lauriemcg]

And you're sure this is the quorum for the annual meeting of the membership? Not the quorum for board meetings?

If your bylaws actually require 3/4 of the board to be present for a quorum at a meeting of the membership, then that's your quorum.

 

Yes, this comes from the section Meetings section under Membership, not Board.  Quorum is identified separately under the Board meetings section.

 

Laurie

[Gary Novosielski]

Sounds like that word Board doesn't belong there.  But there it is.

 

Good idea to get rid of it.

[Richard Brown]

Yes, this comes from the section Meetings section under Membership, not Board.  Quorum is identified separately under the Board meetings section.

 

Laurie

I'm  curious as to what the quorum requirement is for a board meeting.  Just wondering if it is as high.

 

I agree with Gary N's statement that it sounds like the word "board" doesn't belong in the quorum requirement for membership meetings, but if you amend the bylaws to just strike the word "board" from the quorum requirement, the bylaws will then require three-fourths of the members to be present in person or by proxy.  That's a pretty darn high threshold.... I doubt that you want it that high!!   

[Gary c Tesser]

Ahem.

 

Feel for the colleagues of Laurie McG,

They'll have to decide what the quorum should be.

[g40]

A few ideas or possibilities:

 

1. Is it possible that your HOA or "Residents Association" is not of a nature that subjects it to the state law on HOAs?

 

2. Some organizations are structured where the Board has most (sometimes almost all) governing power, and the members have little (except to elect officers and/or Board  members). Sometimes the Board has an "annual meeting" (and it it not actually a membership annual meeting). Is it possible that this is (or was) such an organization?

[Edgar Guest]

"Three Quarters of the Board Members of the Residents Association entitled to vote, represented either in person or by proxy, shall constitute a quorum at. 

 

At? At what?

 

I think you can understand why some of us are still skeptical that this is the actual language of the bylaws and that it refers to the annual meeting of the general membership.

[Lauriemcg]

I'm  curious as to what the quorum requirement is for a board meeting.  Just wondering if it is as high.

 

I agree with Gary N's statement that it sounds like the word "board" doesn't belong in the quorum requirement for membership meetings, but if you amend the bylaws to just strike the word "board" from the quorum requirement, the bylaws will then require three-fourths of the members to be present in person or by proxy.  That's a pretty darn high threshold.... I doubt that you want it that high!!   

 

From the current bylaws: A majority of the number of directors fixed by Section 2 of the Article III [...not less then 4 nor more then 7...] shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting without further notice.

 

A few ideas or possibilities:

 

1. Is it possible that your HOA or "Residents Association" is not of a nature that subjects it to the state law on HOAs?

 

2. Some organizations are structured where the Board has most (sometimes almost all) governing power, and the members have little (except to elect officers and/or Board  members). Sometimes the Board has an "annual meeting" (and it it not actually a membership annual meeting). Is it possible that this is (or was) such an organization?

 

We (washington state) have a set of state laws for HOA we are subject to.  Since this is a new organization, turned over from developer a year and a half ago, we are still figuring out what our organization looks like within those constraints. - it has been a little rocky

 

At? At what?

 

I think you can understand why some of us are still skeptical that this is the actual language of the bylaws and that it refers to the annual meeting of the general membership.

 

Yes, these are actual quotes from our bylaws - argh.  Did I mention the bylaws are in need of revision... which we are about done with.  Yes, it does say "...at."  Only one of several other obvious and not so obvious concerns with the current version.  And the issue of membership meeting quorum is one of those. 

 

That is why I'm trying to determine just how to interpret what we have to work with for our meeting tomorrow. 

 

Thanks

[Gary Novosielski]

This is still confusing.  The original post purported to paraphrase what the bylaws said about the annual membership meeting, but this last quote clearly refers to regular meetings of the board of directors.

 

Someone will need to look at your bylaws in their entirety (this person could be you), and determine what the actual quorum requirements are for the Annual General Meeting (if, in fact, you have one).

 

At this point we would only be guessing.

[Lauriemcg]

This is still confusing.  The original post purported to paraphrase what the bylaws said about the annual membership meeting, but this last quote clearly refers to regular meetings of the board of directors.

 

Someone will need to look at your bylaws in their entirety (this person could be you), and determine what the actual quorum requirements are for the Annual General Meeting (if, in fact, you have one).

 

At this point we would only be guessing.

 

The quote in #1 is correct - is the current language in current bylaws for member meetings.

The quote in #9 is correct - is the current language in current bylaws for board meetings

 

Yes, the board established a bylaws committee which has been working since August to go thru the bylaws in their entirety and provide recommendations for the revision of the bylaws.  We have done that and have a good revision ready to present to the membership - just wanting a final review by an attorney to make sure we are in alignment with other governing docs.

 

Unfortunately, what I have to work from as president and chair for the meeting tomorrow is our current bylaws with its inconsistencies.  Having the input from this forum has been helpful to guide me in how we might best proceed given the current bylaws we are working under.

 

Laurie

[Josh Martin]

From the current bylaws: A majority of the number of directors fixed by Section 2 of the Article III [...not less then 4 nor more then 7...] shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting without further notice.

Since you're amending the bylaws anyway, this might be another section to look at.

For starters, I would strike everything from "but if less" to the end of the sentence. RONR already provides that an assembly without a quorum may take a limited number of procedural actions, including adjourning the meeting.

Then we have the issue that this provides that a quorum is a majority of the fixed number of directors... but that number is not, in fact, fixed.

Unfortunately, what I have to work from as president and chair for the meeting tomorrow is our current bylaws with its inconsistencies. Having the input from this forum has been helpful to guide me in how we might best proceed given the current bylaws we are working under.

What is written about the quorum for membership meetings does not seem inconsistent or unclear to me. It is poorly written and makes very little sense, but if your bylaws provide that a quorum for meetings of the membership is 3/4 of the board members, that's your quorum.

[Edgar Guest]

Yes, it does say "...at." 

 

Well. that's not very encouraging. Is it at all possible that you have a bad copy? Have you looked at the minutes of the meeting where these bylaws were adopted? That's where you'll find the official language. In this age of copying and pasting it would not be surprising if an inaccurate copy was created at some point.

[Richard Brown]

Well. that's not very encouraging. Is it at all possible that you have a bad copy? Have you looked at the minutes of the meeting where these bylaws were adopted? That's where you'll find the official language. In this age of copying and pasting it would not be surprising if an inaccurate copy was created at some point.

I  agree with Mr. Guest that you might have a bad copy.  Drafting a quorum provision that ends with the word "at" without saying "at what "  is either exceedingly poor drafting and proofreading or a typographical or copy and paste error that occurred along the way.

 

But, as Mr. Martin has said twice, if that is in fact what the bylaws say, then that's what they say.  And that does need to be fixed.

[Lauriemcg]

Since you're amending the bylaws anyway, this might be another section to look at.

For starters, I would strike everything from "but less" to the end of the sentence. RONR already provides that an assembly without a quorum may take a limited number of procedural actions, including adjourning the meeting.

Then we have the issue that this provides that a quorum is a majority of the fixed number of directors... but that number is not, in fact, fixed.

What is written about the quorum for membership meetings does not seem inconsistent or unclear to me. It is poorly written and makes very little sense, but if your bylaws provide that a quorum for meetings of the membership is 3/4 of the board members, that's your quorum.

 

Thanks, that is good info and I will pass it to the bylaws committee.

 

Well. that's not very encouraging. Is it at all possible that you have a bad copy? Have you looked at the minutes of the meeting where these bylaws were adopted? That's where you'll find the official language. In this age of copying and pasting it would not be surprising if an inaccurate copy was created at some point.

 

No, it is sad actually.  Yes it is a "good" copy. It is a copy/paste error I'm sure. I believe the desire was to get something in place and little effort on detail and understanding was made.  Things have changed since these early days thankfully.

 

Thanks all for your thoughts and comments. It has been very helpful, again.

 

Laurie