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ELIMINATING QUORUM

QUESTION: I have an HOA that's had two membership meetings without a quorum. We are on our 3rd meeting and still no quorum. What's next?

ANSWER: Almost all associations have trouble achieving quorum at their membership meetings. Nagging owners to send in their ballots is the traditional and largely unsuccessful method for encouraging participation. There are three ways to deal with the problem. The board can (i) continue scheduling meetings until it achieves quorum, (ii) go into court for an order lowering quorum to the number of votes cast (which is only good for the meeting in question), or (iii) end your attempts at quorum, leave the existing board in place and pour your energies into amending your bylaws to eliminate quorum requirements for the election of directors.

No Benefit to Quorum. As most associations already know, requiring a quorum only causes aggravation and expense. Many owners will either sign blank proxies or send blank ballots to help meet quorum. That does not make for better elections. Forcing owners to vote may actually decrease the quality of elections if people don't care and simply vote for the first name on the ballot. People who care about the election should decide the outcome.

Normal Election Process. By eliminating quorum requirements for the election of directors, board elections become like all other elections at the municipal, state and federal levels. In other words, elections are determined by those who are interested enough to vote. This eliminates wasted time and money holding multiple meetings trying to achieve quorum. The Davis-Stirling Act anticipates the removal of quorum requirements:
A quorum shall be required only if so stated in the governing documents of the association or other provisions of law. (Civ. Code 5115(b).)
Recommendation: In addition to eliminating quorum requirements for the election of directors, associations should consider eliminating cumulative voting and proxies.

ASSISTANCE: Associations needing legal assistance can contact us. To stay current with issues affecting community associations, subscribe to the Davis-Stirling Newsletter.

Adams Stirling PLC