Post date: Feb 08, 2016 5:19:6 PM
What is a “Quorum”?
A quorum is the minimum number of members of a group or organization required to be present at a meeting to transact business legally, usually a majority. Our Homeowner’s Association defines a quorum as the presence at a meeting of members entitled to cast, or of proxies to cast, five-sevenths (5/7) of the votes of the membership, unless otherwise stated in the Articles of Incorporation, the Declaration, or the Bylaws of the Association. So what does that MEAN? Basically it means that at the Annual Meetings we hold in March there should be 5/7s of members “entitled to vote” (members whom are in good standing by being currently paid on the annual assessments) either physically at the meeting or voting by proxy. If all 183 members of our Homeowner’s Association are in good standing, there would have to be at least 130 members physically present at the meeting (183 X 5/7 = 130.7) to have a quorum. Our current Bylaws require 5/7s, or 71% which very nearly a “Super Majority”, of our membership to be present at a meeting to conduct an election of the Board of Directors.
Why does the current quorum of 5/7s of the membership matter?
Leaving our current quorum definition as it is requires up to 130 people to attend a meeting or ask someone else to represent them at the meeting through a proxy. Never in the history of our Association have we ever had anywhere close to 130 people attend in person or by proxy. It is highly doubtful that any future meetings will have anywhere close to130 people in attendance, either. When the attorney for the builder turned the Association over to the homeowners there was nota quorum of members at the meeting and a Board of Directors was basically picked from homeowners whom raised their hands to volunteer to serve on the Board. Thank goodness we have always had a dedicated few that were willing to step up and conduct the business of the membership on the behalf of the rest of us.
What would a more reasonable quorum look like?
The law that directs Colorado Homeowner’s Associations how to operate lawfully, the Colorado Common Interest Ownership Act (CCIOA), states that it is acceptable for Associations with fewer than one thousand (1000) members to have a quorum of 20%. If we were to amend our Bylaws to require 20% (183 X .2 =36.6) we would only have to have up to 36 members present in person or by proxy to conduct an election of the Board of Directors. That would be much easier to accomplish each year AND it is more than the regular amount of attendees at our Annual Meetings (which has hovered from 10 to 12 people, that counts members and others who are not entitled to vote, the last several years).
How can we “fix” our quorum to require a more reasonable representation of our membership?
According to our Bylaws, the Bylaw requiring a 5/7s quorum may be amended at a regular or special meeting of the members where a vote is taken and a majority of a quorum of members, physically present or voting by proxy, affirmatively vote to amend the quorum. So what does THAT mean? Basically we would have to call a meeting to amend the Bylaw defining the quorum, but we would have to get the current quorum of members in good standing to either come to the meeting or to vote by proxy.
What is the plan to amend our current quorum?
Our current volunteer appointed Board of Directors has voted to attempt to amend the Bylaw defining our quorum prior to this year’s Annual Meeting in March. They have also voted to amend the number of Board Members from three (3) to a range of three to seven (3-7) to try and encourage more members to get active with the business side of their community. The Board will be sending out a letter to the membership proposing the First Amendment to the Bylaws of the Cotton Woods Homeowner’s Association, which is an obnoxious way of saying the Board is asking the members for permission to amend the rules so we can have productive meetings where a Board of Directors can be elected the way that our rules say we have to do it. This letter will explain what the Bylaws look like now, what they would look like if amended, and how we can accomplish this together.
How can I help to amend the Bylaws?
Keep your eyes peeled for your letter. It will contain a Mail-In Ballot/ Limited Proxy for this proposed amendment. Realizing that the reason most members do not attend meetings is because they lead busy lives or don’t have much interest in being involved with the Association, the Board hopes that by sending the Mail-In Ballot/ Limited Proxy that most members will care enough to fill it out and send it back so the current quorum can be met at a Special Meeting called by the Board of Directors for the sole purpose of discussing and attempting to pass the proposed amendments. If you’d rather come to the meeting, awesome, we’d love to have you there!
If you are current on your assessments (dues) you are a member in good standing. If you have not paid your assessments for this year you can send in your Mail-In Ballot / Limited Proxy with your payment by February 19, 2016. The assessments were due on January30, 2016 but the Board has voted to extend the date to February 19, 2016 FOR THIS ISSUE to encourage more members to weigh in on this vote.
When will we know if the proposed amendment has passed?
The Board will announce the results of the vote after the Special Meeting and prior to the Annual Meeting.
If you have any questions, please feel free to contact the Board and we’ll get you an answer as fast as we can.