Cohousing-L Mailing List: Re: Quorum (Board of Directors)

[OCCNG11 (normangauss]

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] gmail.com>
To: <cohousing-l [at] cohousing.org>
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] charter.net>
> > 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
> > amounts
> > of money, in which case a 75% majority of the entire membership is
> > necessary
> > before passing a measure.  All other membership meetings are not
> > recognized
> > 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
> > Benefit
> > 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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