|Re: Quorums||<– Date –> <– Thread –>|
|From: David Clements (evdavwesaol.com)|
|Date: Fri, 16 Sep 2011 05:18:46 -0700 (PDT)|
Sharon: It sounds like you may have three kinds of "official meetings" where decisions can be made: Meetings with a Class 1 and 2 quorum where Class 1 and 2 decisions can be made; Meetings with a Class 1 only quorum where only Class 1 decisions can be made, and Meetings with a Class2 only quorum where only Class 2 decisions can be made. On the face of it, this seems cumbersome to keep track of. It is important to be explicit about how it is decided whether an issue is Class 1 or Class 2. We have a statement in our bylaws that financial/legal issues are decided by owners, and other issues are decided by "members" (all adult residents). There is a statement that if there is disagreement about whether an issue is an Owner decision or a member decision, then it becomes an owner decision. Many decisions could be considered either, for example pet policy, which is a community rule with no legal or financial implications, or which has the implications of cost and legal consequences of enforcement. According to the bylaws (which we have never acted upon) a single owner can insist that that a particular decision will be an owner decision, and then it is an owner decision. Westwood cohousing has a "majority" (51%) quorum for meetings. This counts owners/households only. We have to have 51% of owners in person or by proxy in order to do business. Once a quorum is established for a meeting, the decisions of the meeting are valid, even if many people leave the meeting. At some point (5 owners of 24? 10 owners?) there would probably be agreement that we shouldn't make any more decisions for the whole group. We have some decisions that are made by consensus, some by "75% of owners," some by "75% of owners (or members) present at a meeting at which a quorum is present," some by "majority of members present at a meeting at which a quorum is present." You do not mention whether and when you allow proxies. Proxies can allow meetings to go ahead even if bodies are not present. In NC the standard proxy lasts for a year. An owner's willingness to give proxy for "vote" or "presence to add to a quorum" depends on their confidence in the process, and can be revoked at any time, if for example they no longer have confidence in the group's acting in the community's best interest. In North Carolina, unless proxies are regulated or forbidden in the bylaws, proxies are permitted by statute (explicit in the North Carolina Planned Community Act.) Might be worth looking into whether proxies are already permitted by statute in your jurisdiction. (I found one reference, unsure whether this applies to you.) We have not yet had a full discussion about the fact that we are required to abide by both the law and our bylaws. Thanks for bringing up this issue. David Clements **************************** Always worth knowing what the "default" quorum/proxy rules are. Most HOA's bylaws supersede their state's laws in some details of this, sometimes not all details. Here is Maryland's code for Condominiums, from http://www.lexisnexis.com/hottopics/mdcode/ (8) (i) Unless the bylaws provide otherwise, a quorum is deemed present throughout any meeting of the council of unit owners if persons entitled to cast 25 percent of the total number of votes appurtenant to all units are present in person or by proxy. (ii) If the number of persons present in person or by proxy at a properly called meeting of the council of unit owners is insufficient to constitute a quorum, another meeting of the council of unit owners may be called for the same purpose if: 1. The notice of the meeting stated that the procedure authorized by this paragraph might be invoked; and 2. By majority vote, the unit owners present in person or by proxy call for the additional meeting. (iii) 1. Fifteen days' notice of the time, place, and purpose of the additional meeting shall be delivered, mailed, or sent by electronic transmission if the requirements of § 11-139.1 of this title are met, to each unit owner at the address shown on the roster maintained under paragraph (2) of this subsection. 2. The notice shall contain the quorum and voting provisions of subparagraph (iv) of this paragraph. (iv) 1. At the additional meeting, the unit owners present in person or by proxy constitute a quorum. 2. Unless the bylaws provide otherwise, a majority of the unit owners present in person or by proxy: A. May approve or authorize the proposed action at the additional meeting; and B. May take any other action that could have been taken at the original meeting if a sufficient number of unit owners had been present. (v) This paragraph may not be construed to affect the percentage of votes required to amend the declaration or bylaws or to take any other action required to be taken by a specified percentage of votes. (9) At meetings of the council of unit owners each unit owner shall be entitled to cast the number of votes appurtenant to his unit. Unit owners may vote by proxy, but the proxy is effective only for a maximum period of 180 days following its issuance, unless granted to a lessee or mortgagee. (10) Any proxy may be revoked at any time at the pleasure of the unit owner or unit owners executing the proxy. (11) A proxy who is not appointed to vote as directed by a unit owner may only be appointed for purposes of meeting quorums and to vote for matters of business before the council of unit owners, other than an election of officers and members of the board of directors. (12) Only a unit owner voting in person or by electronic transmission if the requirements of § 11-139.2 of this title are met or a proxy voting for candidates designated by a unit owner may vote for officers and members of the board of directors. ------------------------------ Message: 3 Date: Fri, 16 Sep 2011 01:33:35 -0400 From: Sharon Villines <sharon [at] sharonvillines.com> Subject: [C-L]_ Quorums To: Cohousing-L Cohousing-L <cohousing-l [at] cohousing.org> Message-ID: <ADABC775-5BD1-4F89-8623-EFD7AC7EBDDA [at] sharonvillines.com> Content-Type: text/plain; charset=us-ascii What are your quorums? And your rationale for them? We have Class 1 decisions which are financial and legal issues that affect owners. There is one vote per household, a 51% quorum, 22 households. Class 2 decisions include everything else and the quorum is 51% of all members which includes owners and residents who have chosen to be associate members. That number is becoming difficult because we have several owners living away and two people leasing their units. One unit might produce 4 members who are included in the quorum count, two of whom will definitely not attend meetings because they are in Greece or Italy, and two associate members who may not participate in governance at all. Leasing members often participate in activities and workdays but not decision-making. The Class 2 quorum is now 33 members. We have to work to get more than 24 in a meeting. We can get up to 28 or 29 but 33 is a real stretch. On the one hand we want to encourage all residents to become associate members and to be equal participants but it is making quorums almost impossible. The question is how much should we lower it. Will lowering it create a sense that people don't have to attend meetings? Is that good? Or bad? Inquiring minds want to know because they will be discussing this on Sunday. Sharon ---- Sharon Villines Takoma Village Cohousing, Washington DC http://www.takomavillage.org ------------------------------ _________________________________________________________________ Cohousing-L mailing list -- Unsubscribe, archives and other info at: http://www.cohousing.org/cohousing-L/ End of Cohousing-L Digest, Vol 92, Issue 14 *******************************************
Results generated by Tiger Technologies Web hosting using MHonArc.