Cohousing-L Mailing List: Re: Getting Buy-In on Decisions

[OCC611ng (normangauss]

Jean:

   It is possible and even desirable to change the bylaws so that a quorum
is achieved by a majority of the households.  However, legally, I am
doubtful that a decision made by less than a majority of the households
would stand up in a court of law.  I am not even sure that corporate law
permits decisions to be made unless a majority of the decision-making body
has a chance to register their approval or disapproval.   That seems to be
the reason why share-holders of corporations are sent proxy forms and why
these proxies are considered very important.

   The advantage of sending a consensed  decision to the Board is that, if
the Board ratifies it, the decision becomes automatically valid.  I think
that even if challenged in court, a Board stamp of approval will stand.

     The duties of the Board include due diligence and loyalty to the whole
community.  If by the time the Board gets to the point of ratification, some
new information or interpretation might show that the decision is unwise,
the Board has a duty to withhold its ratification.  Our Board has shown a
desired intention of rubber-stamping all decision made in membership
meetings.  I find this irresponsible.  Nevertheless, rubber-stamping such
membership decisions would be legal, since the Board by law is the major
decision-making body in a common interest development such as ours.

     If someone gives permission to be counted in the quorum even though not
present and not consensing, that is a statement of non-participation.  I
suppose this means that if they are unhappy with a decision, there is
nothing they can do about it.  I doubt that mortgage holders (banks) are
comfortable with this non-participation status of one of their mortgagees. I
also don't know what the law says about members opting out of participation.

     The basic goal of consensus is to get buy-in by a majority of the
membership, however you do it.  Making decisions without buy-in is not
consensus.  Making consensed decisions with less than a majority of the
membership is not buy-in.  It may be legal if ratified by the Board, but it
is not consensus.

Norm Gauss

----- Original Message ----- 
From: "Jean Reese" <jeanreese [at] charter.net>
To: "Cohousing-L" <cohousing-l [at] cohousing.org>
Sent: Saturday, September 10, 2005 5:20 PM
Subject: Re: [C-L]_ Getting Buy-In on Decisions


>
> Rather than going in the ratification direction, I would make a change to
> your bylaws.  Our bylaws say "a majority of Owners" which we have always
> counted as 13 owners present in a room (out of 24 units).  We have
squeaked
> by on the quorum several times, and had a few meetings where we haven't
had
> a quorum and so have been unable to make decisions (in which case we
discuss
> the issues and are better prepared to make decisions at the next meeting).
>
> We have a problem in that some of our owners do not live onsite, and to
> resolve that problem we have had them sign a statement saying that they
will
> give their proxy for quorum -- they are counted as being present so that
we
> can make decisions.  They are also allowed to vote by proxy, but we almost
> never vote on anything so that hasn't been used very often (mostly just
for
> budget decisions and voting for the Board of Directors).
>
> Jean
> Westwood Cohousing
> Asheville, NC
>
>
> ----- Original Message ----- 
> From: "OCC611ng" <normangauss [at] charter.net>
> To: "Cohousing-L" <cohousing-l [at] cohousing.org>
> Sent: Saturday, September 10, 2005 6:06 AM
> Subject: [C-L]_ Getting Buy-In on Decisions
>
>
> > As time goes on, we are experiencing less and less interest in
Membership
> > meetings.  To practice the community consensus way of making decisions
and
> > have the decisions be representative of the wishes of the community, it
is
> > best to have a quorum.
> >
> > Our bylaws specify a quorum of 75% of households.  We are lucky to get
51%
> > at our membership meetings.  Sometimes, when less than 51% are present,
> > any
> > decisions we make are not really representative of the wishes of the
> > community.  Some have said that any decisions made at such meetings are
> > not
> > valid.
> >
> > We are technically a condominium, a Non-Profit Mutual Benefit
Corporation.
> > Under the laws of these corporations, the Board of Directors makes most
of
> > the decisions, not the Membership.  However, even if the Membership were
> > the
> > major decision making body, the fact that we often do not have a
majority
> > of
> > households represented at meetings makes such decision-making
potentially
> > invalid.  Corporation law recognizes the Board of Directors as the
> > responsible party whenever decisions are officially logged or when
> > challenged in court.
> >
> > To solve this problem, we have adopted a procedure whereby all decisions
> > made in our Membership meetings, whether or not a quorum is present, are
> > sent to the Board of Directors for ratification.  Does anybody see any
> > reason why this is bad thing to do?
> >
> > Norm Gauss
> > _________________________________________________________________
> > Cohousing-L mailing list -- Unsubscribe, archives and other info at:
> > http://www.cohousing.org/cohousing-L/
> >
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