In the absence of a quorum, any meeting of the membership may be adjourned by the vote of a majority of the votes represented either in person or by proxy, but no other business may be transacted. Corp. Code §7512(d).

Some argue that Civil Code 1363.03(f) provides for the opening of ballots at a duly noticed special meeting or board meeting, hence the ballots are tallied and an election happens. The Code section they refer to does not authorize the opening of ballots, it only addresses the proper setting: "All votes shall be counted . . . in public at a properly noticed open meeting," thereby allowing members to "witness the counting and tabulation of the votes."

Quorum Required. The statute separately requires a quorum "if so stated in the governing documents of the association." Civil Code 1363.03(b). If an association's documents require a quorum, then the election cannot proceed without first achieving quorum. Because of the quorum requirement, the statute also allows that "each ballot received by the inspector of elections shall be treated as a member present at a meeting for purposes of establishing a quorum." Civil Code 1363.03(b).

Vote to Adjourn. If a quorum cannot be obtained, the chair calls the meeting to order, announces the absence of a quorum, and entertains a motion to adjourn the meeting to a later date. (Robert's Rules, 10th ed., pp. 336-338.) Those persons who mailed in their ballots need not be present. A simple majority of those members present in person or by proxy is sufficient to adjourn the meeting.

Adjournment Time Period. The time period for adjourning a meeting is normally found in the bylaws and will vary from association to association. Typical language will state "no less than 5 days and no more than 30 days."

Notice of Adjourned Meeting. Unless the bylaws require differently, when a membership meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken. No meeting may be adjourned for more than 45 days.Corp. Code §7511(d).

Court Petition. If quorum for an annual meeting cannot be achieved, the board or any member can petition the courts to reduce the association's quorum requirements.

RECOMMENDATION: Because of the problems associated with quorum requirements, associations should amend their bylaws to eliminate quorum requirements for the election of directors.