Berding | Weil Community Association ALERT Newsletter
Legal News and Comments for Community Association Boards and Managers Issue #68 • April 2011
A Funny Thing Happened
On the Way to the Meeting
Or, When is a Homeowner's Association like Wisconsin?
by Steven S. Weil, Esq.
The Wisconsin Democrats employed a clever technique (denying a quorum) to prevent their legislature from adopting an anti-labor law. The Wisconsin Republicans responded with their own smart bag of tricks; they reframed the law to eliminate the quorum requirement and got it passed without the Democrats participating. Can this sort of politicking be used in the context of homeowner association votes? You bet. Read on…
Quorum Rules
Generally, action cannot be taken by official bodies – like a homeowner association non-profit mutual benefit corporation or its board of directors– unless a quorum of its members participates in the meeting or vote at which the action is proposed.
The "default" for quorums for membership meetings and votes under the Corporations Code is one third of the members. Most homeowner association bylaws say the quorum is a majority (of members voting in person, by proxy or secret ballot). Some also say that if the quorum isn't met, it "drops down" to one third of the members.
Quorum requirements for board action are different and have their own twists. Under Corporations Code section 7211 a quorum is a majority of the number of directors authorized in the articles or bylaws. They can provide for a different quorum with a few quirky rules, including a new one that says that if a specified person is required for a quorum (it would typically be a representative of the project "declarant") the absence of that person means the quorum doesn't exist even if all other directors attended the meeting. And, conversely, if there is only one director, she or he can appoint another and those two can appoint a third and in a board of five, those three can then appoint the forth and fifth directors (but usually vacancies created by a membership recall can only be filled by a vote of the members). Unlike membership meetings and votes, quorums for board action cannot be made by use of ballots or proxies. Personal attendance (including telephonic attendance) is required.
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