Approval by Members
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APPROVAL BY MEMBERS DEFINED

Default Approval Requirement. If a quorum is present, the affirmative vote of the majority of the voting power represented at the meeting, entitled to vote, and voting on any matter shall be the act of the members unless the vote of a greater number or voting by classes is required by statute, the articles or bylaws. (Corp. Code §7512(a).)

Simple Majority Defined. Unless defined differently by an association's governing documents, the word "majority" means more than half. It does not mean 51% nor does it mean 50% + 1. This distinction is especially important for those associations that utilize half votes or fractional voting. For those associations that use whole votes; "majority" means the next highest whole number above 50%. If an association has 11 members, 50% is 5.5 which, when rounded up, produces a majority of 6. ( Robert’s Rules , 11th ed., p. 400). The 50% + 1 formula would produce an erroneous result, i.e., 50% of 11 is 5.5 +1 = 6.5 which, when rounded, produces 7 instead of the proper result 6.

Abstentions. Abstentions count toward quorum.

Approval by a Majority of All Members. This means approval by an affirmative vote of a majority of the votes entitled to be cast. (Corp. Code §5033.) In an association with 100 members, 51 must approve an action. The number of members members entitled to vote may vary if the voting rights of delinquent owners have been suspended. Accordingly, in an association with 100 members where five delinquent members have been suspended, the total number of members entitled to vote is 95, which means approval by a majority is 48.

Approval by the Members. This phrase means approval by the affirmative vote of a majority of the votes represented at a duly held meeting at which a quorum is present. (Corp. Code §5034.) In an association with 100 members, at least 51 must be present (in person, by ballot, and proxy) before a vote can be taken. At least a majority must approve the action. If 51 are present then 26 must approve. If 80 are present, then 41 must approve the action.

Approval by the Voting Power. This means majority of members eligible to vote. (Corp. Code §5078.) In an association with 100 members in which the voting rights of 10 delinquent members have been suspended, the number of eligible voters is 90 and a majority is 46.

Approval by an Authorized Number. This means 5 percent of the voting power. (Corp. Code §5036(a).) In an association with 100 members, the authorized number is 5.

Poorly Worded Provisions. Some documents contain poorly worded provisions that produce unintended results if followed literally. For each example, assume a 100-unit association voting for a special assessment where quorum is a majority of members represented in person, proxy or ballot.

 a.  Approval by a "majority of a quorum" means that if 100 votes are cast with 26 in favor (a majority of a quorum) and 74 against, the measure passes.

b.  Approval by a "majority of the votes cast" means that a meeting with 51 member attendees where one member votes in favor and the other 50 abstain, the measure passes.

c.  Approval by a "majority of members present and voting" gives the same erroneous results as b. 

Recommendation: Because each of the poorly drafted provisions produces unintended consequences, they should be treated as approval by the "affirmative vote of a majority of members represented at the meeting once a quorum has been established." That means in an association of 100 members at least 51 must be represented (in person, by proxy and/or by ballot) before a vote can be taken. Once a quorum is present at least a majority must approve the action. If 51 are present, 26 must approve. If 80 are present, 41 must approve, etc. Finally, boards should consider amending their documents to eliminate such problems.

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