Re: Quorums
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






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End of Cohousing-L Digest, Vol 92, Issue 14
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  • Re: quorums, (continued)
    • Re: quorums Judy Baxter, October 15 1999
    • Re: quorums Bitner/Stevenson, October 15 1999
    • Re: Quorums Raines Cohen, October 16 1999
    • Quorums Sharon Villines, September 15 2011
    • Re: Quorums David Clements, September 16 2011
    • Re: Quorums Eris Weaver, September 16 2011

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