Quorum of Members

Not many people realize what the Quorum of Members is and why it is important. Not all of us know what Quorum is.

In simple words quorum is the amount of people needed to be present at the meeting to make a valid legitimate decision.  When we think of Quorum in the Property Owners Association a lot of us think of the Quorum of the Board of Directors. The Board of Directors has to have a Quorum (or majority) present in order to vote on any decision concerning Association. But did you know that the same is true for the members' vote? Otherwise 3 people would end up making the decisions for thousands, which is where we are now with Cherokee Shores Owners Association.

  

  The Association should not be able to hold a members' vote concerning any decisions that the members of the Association have the right to vote on without a Quorum of the Members present during such vote.  Nevertheless Cherokee Shores Owners Association has managed to sell land belonging to the association, eliminate amenities of the association (like the second pool), change restrictions, raise dues, add special assessments, change the name of the association and remove the director of the association without an approval of the majority of the members. 

  Why are such actions permitted and acceptable?  Unfortunately the answer is quite simple: the members are too busy with their lives to pay attention and participate. Those of us who do dare to speak up against such actions get tied up in long litigation and fight the legal system's technicalities without any help.

  Importance of a simple-majority and quorum in democratic society has been recognised since 1700’s.  However with the growth of complexity in our laws the remaining debate is the size of the quorum.  I found quorums of the members differ from simple majority all the way to 10% of the voting power of the membership; but Cherokee Shores goes a step further and is debating in Court right now, that we can have a Quorum as low as “the amount of members present during a meeting”, which in short could be as low as one member.  If the Board of Directors voted in favor of something and the same Board or only one of them showed up during the members’ vote and voted yes - the decision has been made.  Since our Board of Directors is made up of the members of the Association they don’t need any members to show up to make a valid decision according to their present position. 

  On October 3rd, 2024, an attorney on retainer for Cherokee Shores Owners Association sent a letter addressed to one of the members (who brought up the issue of the Quorum to the association’s Board and the President) saying that the Association is not prohibited to hold a members’ vote without a quorum of members.  This is a very dangerous statement!  

  Because of that statement we are in Court right now trying to establish the Quorum of the Members necessary to be present for Cherokee Shores Owners Association members’ vote to be valid.  There is no doubt in my mind that the Quorum has to be present and the Quorum has to exist.  And if not for the legal “mambo-jumbo” we have to go through to even be heard by the Judge this issue would have been solved already.  Yet…no attorney means: “pray to God for a miracle and be patient”. 

  What is Cherokee Shores Owners Association’s Quorum of the Members?

  I read our Bylaws, new and old Restrictions and Articles of Incorporation and I have not found any definition of Quorum of Members.  There is however a reference in our Bylaws to Robert’s Rules of Order:  Article III, Section 2. Parliamentary Rules. “Except as may be modified by the Board of Directors by resolution establishing, modified procedures, Robert’s Rules of Order (current edition) shall govern the conduct of the Association’s proceedings when not in conflict with Texas Law, Articles of Incorporation, or these by-laws.”

  Because I read new and old restrictions and I know that the numbers of the dues were withdrawn from the restrictions at some point of time and in 2019 there was road fee added and other restriction changes, I can not take any of the statements in our Bylaws and Restrictions as 100% true.  Nevertheless… present Bylaws tell us that we are to be governed by Robert’s Rules of Order and the minimum Quorum of Members who must be present at the meeting for business to be validly transacted in Robert’s Rules of Order 12th Edition, Chapter II, paragraph 3:3, Quorum of Members, Page 19, line 6 down states: “...In the absence of such a provision in a society or assembly whose real membership can be accurately determined at any time - that is, in a body having an enrolled membership composed only of persons who maintain their status as members in a prescribed manner - the quorum is a majority of the entire membership, by the common parliamentary law.”

  I can only speculate that if the Quorum of Members was included in our governing documents it may have been silently removed to make things “easier” to pass, like the dues amounts were removed from the restrictions.  Whoever removed the dues amounts made a rookie mistake in leaving the numbers in one of the Sections of the Restrictions they filed with Henderson County in 2019.  You can find those numbers in current Subdivision Restrictions, Section D Lots 83-155, 867-909, Paragraph 12.  Those numbers match the numbers in the original Restrictions for all the sections of Cherokee Shores Owners Association.  Follow the link below:

https://cherokeeshores.org/wp-content/uploads/2023/12/SECTION_D_83-115_867-909.pdf

  So why is the Quorum of the Members so important?  Because a couple of the Board Members should not be able to change governing documents and make decisions on behalf of all the members without majority of the members approval - that is the fundamental rule of democracy.

  Even if we forget about the democracy and parliamentary rules, our particular Association is incorporated as a non-profit corporation, and non-profit corporations have to follow Texas Business Organization Code, Title 2. Chapter 22, Section 22.159. Quorum of Members, which says: “(a) unless otherwise provided by the certificate of formation or bylaws of a corporation, members of the corporation holding one-tenth of the votes entitled to be cast, in person or by proxy, constitute a quorum. (b) The vote of the majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present is the act of the members meeting, unless the vote of a greater number is required by law or the certificate of formation or bylaws.”

  And here we are… fighting in Court again for the obvious rights.  Thanks to insurance, board members get to enjoy paid attorneys to “protect” their right to free will decision making on behalf of the members of the Association.  Until members of this Association take their rights back the rates will keep going up, the fees will pop up out of nowhere and those that can’t just pick up and move will pay the ultimate price.

  Ask questions and participate.  Find out today what is the Quorum of Members for your Association.  Enforce the Quorum of the Members during decision making votes and stay engaged!  

So...

What is the Quorum of the Members in Cherokee Shores Owners Association?

Out of approximately 2700 members will we continue letting it be 1 member?...