Co-Authored By: Bradley S. Dornish, Esq. and Nathan Morgan
Part 2: Other Key Aspects
A few other notable changes have been made to Title 68 for CICs, including updated language on the removal of executive board members, procedures to amend bylaws, and quorum guidance.
- § 3303, § 4303, and § 5303: Executive Board Members and Officers – Removal of
Executive Board Members
Prior to Act 115, not all the CIC statutes contained guidance for removing executive board members. As it stood, § 4303 (g) of the RECA afforded such guidance to Cooperatives and § 5303 (f) of the UPCA did the same for Planned Communities. But now, with § 3303 (g)—a new subsection of the UCA—titled, “Removal of Members of Executive Board,” Condominiums are also afforded such guidance.
This new subpart allows for Condominium “unit owners, by a two-thirds vote of all persons present and entitled to vote at any meeting of the unit owners at which a quorum is present, [to] remove any member of the executive board with or without cause.” Voting-eligible association members can remove an executive board member by a two-thirds majority vote for any reason or non-reason, provided that a quorum, or the minimum number of association members required to conduct meetings and/or make binding decisions (as defined by an association’s bylaws), is present. This subpart also stipulates that such votes are only valid if “notice of the intention to remove a member of the executive board is given with the notice of the meeting at which such removal is considered.” Notice of an upcoming removal vote must be provided alongside the notice of the wider meeting. Executive board members “appointed by the declarant” cannot be removed under the rules provided by this subpart.
- § 3306, § 4306, § 5306: Bylaws – Amending Bylaws
Procedures for associations to amend their bylaws were introduced under entirely new sections—§ 3306 (6), § 4306 (6), and § 5306 (6)—with each act containing multiple, identical provisions:
If “(A) fifty-one percent of the votes in the association are allocated” (a simple majority vote), then bylaws can be amended.
Associations may also require “(B) [any larger majority (§ 3306, § 4306)/a larger majority of the votes (§ 5306)] as specified in the bylaws” in order to make changes.
Also, “(C) a smaller majority as specified in the bylaws [may be permitted] if all of the units are restricted exclusively to non-residential use.” Non-residential associations can permit a smaller-than-majority voting requirement to institute bylaw changes.
Subsection (6) (ii) for each act stipulates, “The vote may be taken only at a scheduled meeting and following notice to the unit owners as provided under section [3308/4308/5408] (relating to meetings) that was advertised 14 days in advance to the [unit owners (§ 3306)/proprietary lessees (§ 4306)/unit owners (§ 5306)].” Votes to amend bylaws are required to take place at scheduled meetings with at least 14 days of advance notice.
- § 3309, § 4309, § 5309: Quorums – Addressing 15 Pa.C.S.A. § 5756(b)
One last notable aspect of the new law is its updated “Quorums” guidance for CICs.
The three acts contain identical amendments to their quorum guidance: “If the association fails to meet a quorum at two subsequent meetings…the association may utilize the provisions under 15 Pa.C.S.A. § 5756(b) (relating to quorum) to meet quorum requirements” (§ 3309 (a) (2), § 4309 (a) (2), and § 5309 (a) (2)). If an association is unable to meet its quorum during two subsequent meetings, it can now refer to the quorum provisions of PA’s Associations Code. That section, found at 15 Pa.C.S.A. § 5756 (b) (1) reads, a meeting “At which directors are to be elected that has been previously adjourned for lack of a quorum, although less than a quorum as fixed in this section or in the bylaws, shall nevertheless constitute a quorum for the purpose of the election of directors.” So, if an association has adjourned a meeting where they were to elect directors because of two subsequent quorum failures, then “less than a quorum” can be enough attendance at a third meeting to proceed and vote.
Even in our post-pandemic world, the changes adopted by Act 115 will hopefully help to make the operations of Pennsylvania’s Condominiums, Planned Communities, and Cooperatives easier for many years.