Understanding the Concept of a “Quorum” in Connection With Voting

When it comes to voting in connection with homeowners association business, the term “quorum” is often used and frequently misunderstood. By definition, a “quorum” is the minimum number of the members of a body that uses parliamentary procedure that is necessary to conduct the business of that group. Robert’s Rules of Order, states that “the requirement for a quorum is protection against totally unrepresentative action in the name of the body by an unduly small number of persons.”

There is no one established number that constitutes in connection with the functioning of the board of directors of a homeowners association, or a meeting of the membership body of a homeowners association. The number of members that constitutes a quorum will either be set by the laws and/or regulations of the state in which the homeowners association is domiciled, or be provided for in the governing documents for that association (typically found in the bylaws but may be mentioned in other documents). If there is a conflict between what is required under a state’s laws or regulations and what is required by the association’s governing documents, the state’s laws / regulations will generally control unless they state to the contrary.

It is fundamental that the chairperson of an intended assembly be familiar with the requirements that apply to that assembly of people. Since the ability to properly conduct business is totally dependent on a preliminary determination of whether or not the required quorum for that assembly has been established, before any business is conducted the chairperson has a duty to declare that a quorum is present or that there is an absence. Robert’s Rules of Order provides that “in the absence of a quorum, any business transacted is null and void.” To avoid such situations, many state laws and association governing documents allow for the use of a secret ballot to obtain member votes as opposed to actual attendance at a scheduled meeting. When voting is by secret ballot, the ballots are mailed or delivered to all of the association’s members and the minimum quorum requirements are established on the basis of the returned ballots that are actually received by a designated inspector of elections within the required time period for the return of the ballots. With voting by secret ballot, the risk of not establishing a required quorum is greatly reduced.

When the chairperson for a meeting has made a determination that a quorum is present, he or she will: