Re: Quorum (Board of Directors)
From: OCCNG11 (
Date: Sat, 28 Oct 2006 21:09:19 -0700 (PDT)
According to the California Common Interest Development Laws, a Board of Directors has a fiduciary responsibility to the whole community. Also, there must be no proxies. A fiduciary function is the act of taking care of the whole community without letting individual wishes and needs influence the discussion and decision. That is why having the whole community act as a fiduciary is impossible, since there would always be a conflict of interest if the decision up for approval is likely to disadvantage a member or benefit one member at the expense of the others.

To avoid that conundrum, we at Oak Creek Commons, have most decisions made at community meetings where at least 40% of the membership is asked to consense on the proposal. After passage, the measure is sent to the Board to examine it from a fiduciary standpoint. If the Board sees no violation of fiduciary principles, then they ratify the consensed proposal.

From a liability standpoint, the Board is responsible for all decisions and must be prepared to defend their ratifications if challenged.

Norm Gauss
Oak Creek Commons
Paso Robles, CA

----- Original Message ----- From: "Terry (Sarito) Whatley" <terry.whatley [at]>
To: <cohousing-l [at]>
Sent: Friday, October 27, 2006 11:09 AM
Subject: Re: [C-L]_ Quorum (Board of Directors)

Date: Thu, 26 Oct 2006 22:18:55 -0700
From: "OCCNG11" <normangauss [at]>
Subject: Re: [C-L]_ Quorums/Reopening decisions

In California, the Board of Directors is ultimately responsible for any
decisions the community makes.

Our CA HOA board of directors is defined as all the owning households,
so every general meeting is a board meeting.

-sarito (Nevada City Cohousing, Nevada City, CA)

In our CC&R's, there is no quorum because
the only membership meetings recognized are the rigidly formal Annual and
Special Membership Meetings. These are the specified ways for electing of
board members and making certain financial decisions involving large
of money, in which case a 75% majority of the entire membership is
before passing a measure.  All other membership meetings are not
by State law as legitimate decision-making mediums.  In our case all our
decisions in meetings are sent to the Board for ratification, thus
legitimizing our way of doing things.

In our informal community meetings, we have set a quorum at 14 out of 36
households which works out to about 40%.  We are a Non-Profit Mutual
Corporation and must follow the California Corporations code.  Here the
minimum quorum for any decision is 1/3 of the voting block.  Since we use
consensus, it works out to 100% of 40% of the households.

Norm Gauss
Oak Creek Commons
Paso Robles, CA

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