Meeting Moment – What is a quorum and what can you do without one?
It’s your annual meeting. You’ve called the meeting to order, officer reports have been given, and now you’re about to hold the election. All of a sudden a homeowner stands up and says, “I don’t think we have a quorum.” As the meeting chair, what should you do now?
A quorum is the number of members who must be present, in person or by proxy, to legally hold a meeting. The quorum requirement is unique to each Association. It must be listed in your governing documents: usually in your bylaws, but occasionally it is found somewhere else, like the articles of incorporation or the declaration.
Although it is not required, it’s a good practice to announce that you have achieved quorum as your first action after calling the meeting to order. If you failed to check whether a quorum was present before convening the meeting, then you should take a short recess to check the sign in sheet and confirm whether or not there is a quorum.
If there was a quorum when the meeting was called to order, a quorum is presumed to continue throughout the meeting even if some of the members leave.
If you do NOT have a quorum, then an election – and almost any action taken at a meeting cannot be accomplished. The only things that can validly be done without a quorum are to have an informal discussion session with those present, take a short recess or to reschedule the meeting. Specifically, your options as chair are:
- Adjourn and reschedule the meeting for another date (and work hard to get people to the next meeting).
- Treat the rest of the meeting as a homeowner forum. Announce that, because there is no quorum, no votes or elections may be taken, but the board would like to hear owners’ input on the issues on the agenda.
- If there is some possibility that a few more members can be quickly rounded up and achieve a quorum, you may recess the meeting for a short period of time and send members doorbelling.
- Minutes of the meeting should reflect the number of owners present, the fact that quorum was not achieved, and the rescheduled meeting date. You may note that a homeowner forum was held, but the topics of the forum are not properly part of the meeting minutes.
But what if there are vacancies on the board you needed to fill at this meeting, for example if directors have resigned and aren’t willing to continue to serve until the next meeting? Most bylaws have a provision that allow the board to appoint new directors to fill the balance of the term of a board member who has resigned. We don’t recommend taking a “straw poll” election, due to the risk that owners participating in that straw poll may become confused about whether or not an election was held.
Finally, if a lack of quorum is a common occurrence for your association, we recommend you consult with your attorney to learn how your association can reduce its quorum to a percentage that it can more easily achieve.