Eliminating Quorum Requirements For The Election Of Directors

A common problem experienced by homeowners’ associations is the establishment of the required quorum at membership meetings for the election of new directors.  A “quorum” of the membership means achieving the required minimum number of association member votes that are needed in order to conduct business, such as the election of new directors, at a membership meeting. A homeowners association’s quorum requirements are typically set forth in the association’s bylaws and they may vary based on the purpose of a given meeting. The following is an example of a typical provision found in an association’s bylaws relative to the requirements for establishing a quorum at a membership meeting:

Quorum. Except for the special quorum requirements provided in Section _ _ _ of the Declaration, which describes the procedure for levying assessments by the Association, the presence at any meeting in person or by proxy of Members entitled to cast at least fifty percent (50%) of the total votes of all Members of the Association shall constitute a quorum. If any meeting cannot be held because a quorum is not present, Members representing a majority of the votes present, either in person or by proxy, may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the time the original meeting was called, at which adjourned meeting the quorum requirement shall be at least twenty-five percent (25%) of said total votes. If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place for the adjourned meeting shall be given to Members in the manner prescribed for regular meetings. Any meeting of Members at which a quorum is present may be adjourned for any reason to a time not less than forty-eight (48) hours nor more than thirty (30) days from the time of such meeting by Members representing a majority of the votes present at the meeting, either in person or by proxy.

If the required quorum is not established at the meeting, the intended business cannot be conducted and the meeting must be adjourned to a later date.  If provided for in the association’s bylaws, the quorum requirement may be reduced to a smaller number of members at the subsequent meeting. If there are a sufficient number of members present to establish a quorum at the outset of a meeting, the subsequent loss of a quorum from members departing the meeting does not prevent continuation of the meeting.

Unfortunately, for a variety of reasons, it is commonplace for: