THE QUESTION

We have several homeowner associations that share some common areas such as private roads, walkways and landscaping. These common areas are looked after by an umbrella association. There are a total of 423 owners under this umbrella association. Our Bylaws are very outdated as they were created in 1971 and require a majority of the owners present in person or by proxy for a meeting. Naturally, we can never get a quorum. To amend the Bylaws, we also need a 51% approval of the membership. Our board is largely ineffective, we can never get anything approved, the common areas are under serious disrepair. My main question is, how can we change our Bylaws so that we can lower the quorum and have effective voting, as well as be able to conduct business properly?

THE ANSWER

To conduct any association business whereby approved action is required as a result of a meeting, there must be a quorum of voting members present in person or by proxy as the bylaws permit. You’re in a catch-22 … you can’t get a quorum to amend your Bylaws to reduce the quorum. What a conundrum! If official business stalls as a result of this inability to pass meaningful resolutions, your board members might throw in the towel, the HOA could become inactive, home sales will suffer as few lenders will lend if the documents and financials are not in order, personal liability could be imposed upon each and every member. Nevertheless, there are some options for you:

1. Conduct one or more educational programs to advise all members of the seriousness of the dilemma and repurcussions to the association.
2. Arrange the next meeting well in advance and communicate the issues to the membership frequently, the tone with increasing levels of concern for the association’s welfare. Ensure proxies are included and reiterated in the meeting notices. Call each and every member prior to the meeting to courteously request attendance or their proxy.
3. If current governing documents permit, conduct a mail-in ballot to amend the Bylaws to reduce the quorum (as a guideline, the Colorado Common Interest Ownership Act suggests a 20% quorum for meetings of the members). Include a further amendment in the ballot that permits the Board, in addition to the current language for the membership, to amend the Bylaws.
4. The last resort option, should all else fail, involves petitioning the court.
5. It is not wise to amend your governing documenst without seeking legal counsel. Be sure the attorney is well versed in HOA law.