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Our Original Bylaw Quorum. An Alternate Interpretation

warning it's a bit technical and there are some maths involved "A quorum shall be deemed to have been present for purposes of the vote if members having one-third of the total votes cast ballots in any such election." To start let us determine everything in the order it appears. A quorum shall be deemed to have been present for purposes of the vote if members having one-third of the total votes cast ballots in any such election I'm assuming we all know who the members are. Anyone who is a member of the POA. Next, we will determine What is one-third of the total votes? "A quorum shall be deemed to have been present for purposes of the vote if members having one-third of the total votes cast ballots in any such election." We can find that information in Article IV Membership Voting Section 1. all members have one vote per acre, calculated to the nearest whole acre. To get the total votes, we only need the total acres. One-third of the total votes would be one-third of the total acres. for argument's sake let's agree we have 31,962 total acres which would mean we have 31,962 total votes. one-third of total votes = 10,654 (31962 / 3 = 10654) So I hope we can all agree our quorum sentence would look like the following: "A quorum shall be deemed to have been present for purposes of the vote if members having 10,654 total votes cast ballots in any such election" Next, we turn to Article VI Board of Directors Section 4. At each annual meeting of the members, the members shall elect the Board for the forthcoming year. Each member may cumulate his/her votes and give one or more candidates for Director a number of votes equal to the number which such member has hereunder multiplied by the number of directors to be elected. It's important to note there is a vote total boost that only applies to calculating a quorum for director elections. This boosted total doesn't apply to other things like establishing a quorum to change the bylaws. So the way I read it If only one director is running we would have no boost so we require the full 10,654 member acres to cast 10,654 total votes. BUT If two directors are running we would need 5327 member acres voting to achieve members having 10,654 total votes cast ballots. (5327 * 2 = 10,654) If three directors are running we would need 3516 member acres to achieve members having 10,656 total votes cast ballots (3552 * 3 = 10,656) If four directors are running we would need 2664 member acres to achieve members having 10,656 total votes cast ballots (2664 * 4 = 10,656) If five directors are running we would need 2,110 member acres to achieve members having 10,655 total votes cast ballots. (2131 * 5 = 10,655) Under this interpretation, it's easily possible to achieve the total votes required by the quorum as long as the number of directors running is four or five. Congrats to anyone who made it to the end.

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Rick Cirricione
Mar 09, 2023

Thank you Tim for clarification and figures. Your input is very much appreciated!

See Ya Soon!

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