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

[Evdavwes (Evdavwes]

Hello, Norm Gauss,
 
I also live at Westwood Cohousing in Asheville.
 
Regarding the legality of decisions made by an association when less than a  
majority of owners are present:
 
In North Carolina recently created housing developments are covered by the  
Planned Community Act.  (Our community was formed earlier, and is not  subject 
to all of these rules).  The act provides that if a  quorum (of whatever 
amount) is not present, the meeting can be adjourned and  reconvene with a 
quorum 
requirement 1/2 of the original, and reconvene if  necessary with a quorum 1/4 
of the original, and on and on.  Proxies can be  counted.
 
So legally binding decisions can be made by a very small minority of owners  
in NC.
 
David Clements
 
The text of the North Carolina Planned Community Act act (available  at 
_http://www.ncga.state.nc.us/EnactedLegislation/Statutes/HTML/ByChapter/Chapter_47F.
html_ (http://www.ncga.state.nc.us/EnactedLegislation/Statutes/
HTML/ByChapter/Chapter_47F.html) ) says:
 
 
§ 47F‑3‑109.  Quorums. 
(a)       Unless the bylaws  provide otherwise, a quorum is present 
throughout any meeting of the association  if persons entitled to cast ten 
percent 
(10%) of the votes which may be cast for  election of the executive board are 
present in person or by proxy at the  beginning of the meeting. 
(b)       Unless the bylaws  specify a larger percentage, a quorum is deemed 
present throughout any meeting  of the executive board if persons entitled to 
cast fifty percent (50%) of the  votes on that board are present at the 
beginning of the meeting. 
(c)       In the event business  cannot be conducted at any meeting because a 
quorum is not present, that meeting  may be adjourned to a later date by the 
affirmative vote of a majority of those  present in person or by proxy. 
Notwithstanding any provision to the contrary in  the declaration or the 
bylaws, the 
quorum requirement at the next meeting shall  be one‑half of the quorum 
requirement applicable to the meeting adjourned for  lack of a quorum. This 
provision shall continue to reduce the quorum by fifty  percent (50%) from that 
required at the previous meeting, as previously reduced,  until such time as a 
quorum is present and business can be conducted. (1998‑199, s. 1.)
 
 
In a message dated 9/10/2005 4:00:59 PM Eastern Daylight Time, (Norm Gauss)  
cohousing-l-request [at] cohousing.org writes:

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.





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David Clements, Evan  Richardson, Wesley Clements, Lila Richardson
43 Vermont Court,  #G24
Asheville, NC 28806
828-285-0601