Bylaws Revision - Quorum

[SPI]

My Association use to have a 33% of the eligible voters requirement as a quorum. This was reduced to 15 members in a 252-household community. Their argument was that people were no longer paying dues (dues are voluntary) and people just weren't showing up (lack of a proper notice, which we've already addressed with them receiving a scolding from their own lawyer). Unfortunately, the reduction to 15 members was legal and is binding because enough (misled) people were present and voted to go along with their proposal. After the 12 member board and their friends approved to award a very large contract to a Board member's family, many misled members and members that were not being properly notified became enraged ... long story short, people are showing up! and the bylaws need to be revised to increase the quorum to prevent actions like this from happening in the future. This is my question:

What would be an appropriate bylaws wording and quorum count?

One of the recommendations is to have a flexible quorum that takes into account the number of members that are paying dues (this will guarantee several members will agree to vote for it). One of the recommendations is to have a firm minimum that takes into account the number of members that are eligible to be members (again, this will guarantee votes). One recommendation is to change the 15 members to 15 percent of the voting power (again, this will guarantee votes).

I thought of something like this:

Fifteen percent (15%) of the voting power of the association, represented in person or by proxy, constitutes a quorum so long as no less than ten percent (10%) of the total households eligible for membership is met.

My concern is the grammar/wording of it may not be the most appropriate. Any suggestions or thoughts?

[Josh Martin]

17 minutes ago, SPI said:

What would be an appropriate bylaws wording and quorum count?

Ultimately this is up to the society and there is no one answer that will be right for every society, but RONR provides some guidance.

"To accomplish their work, voluntary societies that have an enrolled membership generally need a provision in their bylaws establishing a relatively small quorum—considerably less than a majority of all the members. In most such organizations, it is rarely possible to obtain the attendance of a majority of the membership at a meeting. Sometimes the specification of a quorum is based on a percentage of the membership; but such a method has the disadvantage of requiring recomputation and may lead to confusion—for example, when the secretary, or other officer who is in a position to certify as to the current number of members for purposes of the percentage calculation, is absent. There is no single number or percentage of members that will be equally suitable as a quorum in all societies. The quorum should be as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions." RONR (12th ed.) 40:3

21 minutes ago, SPI said:

Fifteen percent (15%) of the voting power of the association, represented in person or by proxy, constitutes a quorum so long as no less than ten percent (10%) of the total households eligible for membership is met.

The first part seems fine (at least with the wording - I don't know enough about your association to know if 15% is a good number), but I don't quite understand what the second part, which reads "so long as no less than ten percent (10%) of the total households eligible for membership is met." is supposed to mean. What are you trying to get at with that language?

[Atul Kapur]

4 hours ago, SPI said:

One of the recommendations is to have a flexible quorum that takes into account the number of members that are paying dues (this will guarantee several members will agree to vote for it). One of the recommendations is to have a firm minimum that takes into account the number of members that are eligible to be members (again, this will guarantee votes). One recommendation is to change the 15 members to 15 percent of the voting power (again, this will guarantee votes).

I thought of something like this:

Fifteen percent (15%) of the voting power of the association, represented in person or by proxy, constitutes a quorum so long as no less than ten percent (10%) of the total households eligible for membership is met.

From this section of your post, I infer that "voting power" is related to having paid dues. Is this correct?

And does "ten percent (10%) of the total households eligible for membership" mean 23 26 of the households (10% of 252 = 25.2 and 23 26 is the next whole number larger than 25.2)?

I only raise these to show that your wording could be clearer. That is, I don't need the answers to these questions -- you do.
I generally agree with Mr. Martin's answer above.

Edited March 10, 2021 at 01:25 AM by Atul Kapur
Because math

[Richard Brown]

I share the thoughts and concerns of both Mr. Martin and Dr. Kapur. I’m not sure what it all means.

Edited March 9, 2021 at 10:00 PM by Richard Brown
Added last sentence

[Joshua Katz]

56 minutes ago, SPI said:

Fifteen percent (15%) of the voting power of the association, represented in person or by proxy, constitutes a quorum so long as no less than ten percent (10%) of the total households eligible for membership is met.

My concern is the grammar/wording of it may not be the most appropriate. Any suggestions or thoughts?

Well, trying to keep the substance out and just look at the words:

I don't think you can have 15% of the voting power present at a meeting, because only people are present at a meeting, not voting power. The people have voting power. So I'd want to say something like "Members accounting for 15% of the voting power" or "Members whose votes, taken together, are at least 15% of those votes eligible to be cast" or some such. 

Also, I wouldn't say represented in person or by proxy. Rather, I'd say "in person or represented by proxy" or some other formulation that does not say "represented in person," which could be ambiguous or unclear. (If I go to court with a lawyer, I am represented in person. If I go to court without a lawyer, I am in person, but not represented.)

I have no idea what the words after "quorum" are meant to convey. If you can describe what you're trying to do there I think we can be of more assistance.

[Bruce Lages]

From the wording in your example (15% of voting power; 10% of total households eligible for membership) it sounds like these two things are not equivalent. Is that the case? Does each household eligible for membership not have one unit of voting power, i.e., one vote?

And, following up on Joshua Katz' question, are you also trying to ensure that a minimum number of members (or of voting power) must actually be physically present as part of the quorum requirement?

[Richard Brown]

@SPIapparently, based on the foregoing responses, your proposed bylaw language is not very clear! 

[SPI]

We are currently getting 20% of the total paid members to show up, so many members want that to be our quorum. Unfortunately, its not enough to pass (roughly 40%). They're willing to compromise down to 15%, but its just short the amount of votes necessary to pass (failed by 2 votes). In essence, they want the quorum to increase as the number of paying members increase.

At the same time, there are some members that refuse to vote for the motion unless its at least 26 members (10% of the households in our community ... the same number required to call a special meeting). We can get roughly 60% of the people to compromise on something that acknowledges both the 15% of total paid members AND the minimum of the 10% of households in the community. We just don't know the appropriate wording.

[SPI]

1 hour ago, Joshua Katz said:

Well, trying to keep the substance out and just look at the words:

I don't think you can have 15% of the voting power present at a meeting, because only people are present at a meeting, not voting power. The people have voting power. So I'd want to say something like "Members accounting for 15% of the voting power" or "Members whose votes, taken together, are at least 15% of those votes eligible to be cast" or some such. 

Also, I wouldn't say represented in person or by proxy. Rather, I'd say "in person or represented by proxy" or some other formulation that does not say "represented in person," which could be ambiguous or unclear. (If I go to court with a lawyer, I am represented in person. If I go to court without a lawyer, I am in person, but not represented.)

I have no idea what the words after "quorum" are meant to convey. If you can describe what you're trying to do there I think we can be of more assistance.

So I rewrote the first part of the proposal to say:

"Members whose votes, taken together, are at least (15%) of those votes eligible to be cast, in person or represented by proxy, constitutes a quorum ..."

The part I'm not sure on is 

"... so long as no less than ten percent (10%) of the total households eligible for membership is met."

The intention is to set a sliding scale that would grow with the membership total, but never drop below 10% of the total households in the community. The feeling is that as more members join, there should be increased effort to include those members (long story, but this is important) but never to drop below a set threshold.

[Josh Martin]

21 minutes ago, SPI said:

So I rewrote the first part of the proposal to say:

"Members whose votes, taken together, are at least (15%) of those votes eligible to be cast, in person or represented by proxy, constitutes a quorum ..."

The part I'm not sure on is 

"... so long as no less than ten percent (10%) of the total households eligible for membership is met."

The intention is to set a sliding scale that would grow with the membership total, but never drop below 10% of the total households in the community. The feeling is that as more members join, there should be increased effort to include those members (long story, but this is important) but never to drop below a set threshold.

Okay, I think I am getting this now. So it sounds like not all households are, in fact, members of the association - so that is why there is a difference between the actual members and the households eligible for membership. Apparently, it is desired for the quorum to be a) 15% of the voting power of the members OR b) 10% of the total households eligible for membership, whichever is greater.

"Members whose votes, taken together, are at least 15% of those votes eligible to be cast and also represent at least 10% of the eligible households in the community, in person or represented by proxy, constitutes a quorum."

Alternately, since the number of households is a known quantity (252), and therefore 10% of this is also a known quantity, it might be easier to word it this way (unless you expect the number of households to fluctuate significantly).

"Members whose votes, taken together, are at least 15% of those votes eligible to be cast and also represent at least 26 households, in person or represented by proxy, constitutes a quorum."

Edited March 10, 2021 at 01:07 AM by Josh Martin

[Richard Brown]

How are votes apportioned? I gather that if a household consists of one person then one household equals one person equals one vote. But what if the household is a husband and wife? If only one of them is present, does that mean the household is present? Half a household is present? Or must both of them be present? What about votes: does the two person household get two votes or just one vote to be somehow divided between them? If so, can each member cast a half vote for each of two different candidates?  There is much to this that I simply do not understand.  Hopefully, all of that is spelled out somewhere in the constitution or bylaws.

[SPI]

12 minutes ago, Josh Martin said:

Okay, I think I am getting this now. So it sounds like not all households are, in fact, members of the association - so that is why there is a difference between the actual members and the households eligible for membership. Apparently, it is desired for the quorum to be a) 15% of the voting power of the members OR b) 10% of the total households eligible for membership, whichever is greater.

"Members whose votes, taken together, are at least 15% of those votes eligible to be cast and also represent at least 10% of the eligible households in the community, in person or represented by proxy, constitutes a quorum."

Alternately, since the number of households is a known quantity (252), and therefore 10% of this is also a known quantity, it might be easier to word it this way (unless you expect the number of households to fluctuate significantly).

"Members whose votes, taken together, are at least 15% of those votes eligible to be cast and also represent at least 26 households, in person or represented by proxy, constitutes a quorum."

Thank you, this is exactly what I was looking for but my brain was just not figuring out how to word it. This is why I greatly appreciate you and the others that dedicate yourselves to this forum. Words cannot express how much you all contribute to me and the other readers!

[Joshua Katz]

39 minutes ago, SPI said:

The intention is to set a sliding scale that would grow with the membership total, but never drop below 10% of the total households in the community. The feeling is that as more members join, there should be increased effort to include those members (long story, but this is important) but never to drop below a set threshold.

Okay, so you have two conditions you want met for quorum. While I have no objection to what Mr. Martin suggests, I personally would probably write it as the greater of the two.

[SPI]

Just now, Richard Brown said:

How are votes apportioned? I gather that if a household consists of one person then one household equals one person equals one vote. But what if the household is a husband and wife? If only one of them is present, does that mean the household is present? Half a household is present? Or must both of them be present? What about votes: does the two person household get two votes or just one vote to be somehow divided between them? If so, can each member cast a half vote for each of two different candidates?  There is much to this that I simply do not understand.  Hopefully, all of that is spelled out somewhere in the constitution or bylaws.

Previously households received 2 votes regardless of how many owners, a husband and wife getting a vote apiece. This became an issue because they didn't allow proxies unless it were for medical reasons, so families with small children would only get to execute one vote and hold less voting power as single-resident and residents where both members could attend. We addressed this previously by revising the bylaws to make all households 1 vote. The association chose to address households that couldn't come to a consensus by stating neither vote would be counted (they would cancel each other out). Fortunately, they are happy with this part, so no need to address it.