Defined. A "quorum" of the membership is the required minimum of number of member votes present in person, by proxy and/or by ballot before the association may conduct business at a membership meeting. (Robert's Rules, 11th ed., pp. 21, 345.) The quorum is usually defined in the bylaws and sometimes in the CC&Rs. On rare occasions, member voting may be proportional-fractional and quorum is established not by the number of members but rather by the voting power represented by those members. Common quorum requirements for associations are 25%, 33%, 51%, or a simple majority of the membership's voting power. For master associations over 500 units, quorum is often set at 15%.
All ballots cast count toward quorum. They are "treated as a member present at a meeting for purposes of counting quorum." (Civ. Code § 5115(d).) This includes blank ballots. (Robert's Rules, 11th ed., p. 415.) Ballots with invalid write-ins (such as Mickey Mouse, "Remove the Board," etc.) also count toward quorum.
Unsigned Envelopes. If a voter fails to sign the outer envelope, the ballot is not counted toward quorum. For an envelope to be valid, voters "shall" sign their names in the upper left-hand corner of the outer envelope. (Civ. Code § 5115(c)(1).) An invalid or illegible owner address on the outside of the envelope can also invalidate a ballot. A proper address and signature allow the Inspector to verify a voter's eligibility. (See Ballot Irregularities.) When an envelope is unsigned, the Inspector sets it aside and does not count it toward quorum since an unsigned ballot envelope is invalid. This is modeled after the California County Absentee Ballot process, which does not accept an unsigned absentee ballot. At the Inspector's option, the member may be contacted so he/she can sign the envelope.
Signed in Inspector's Presence. Members who forget to sign their ballot envelope may go to the Inspector's office, show I.D. and sign the envelope in the Inspector's presence. Unfortunately, this creates administrative costs for the association and may be inconvenient or impossible for owners to accomplish if the Inspector's offices are out of town.
Attend the Meeting. Another solution is for the voter to attend the annual meeting and cast a ballot.
Invalid Return Address. In Clark v. McCann, the Registrar of Voters excluded ten ballots because the voters failed to include a valid residence address. The plaintiff argued that the Registrar should have taken extra steps to validate residences to count the ballots. The court disagreed. It noted that requiring voters provide a current address is not burdensome and verifies a voter’s eligibility to vote. The Registrar did not need additional methods to confirm a voter's address. When applied to HOA elections, the court’s holding confirms that homeowners must comply with statutory requirements and ratify their eligibility to vote by providing a valid separate interest address on the outer envelope. (See sample envelope.)
Recommendation: Inspectors should not discard any ballots or outer envelopes. All election materials should be kept for at least one year.
Board Quorum Not Needed. A board quorum is not needed at membership meetings. A quorum of directors is needed for board meetings. For membership meetings, a quorum of members not directors is needed. The president, however, needs to be present to conduct membership meetings (or someone in the president's place).
Reduced Quorum. See "Reduced Quorum--Adjournment."
Loss of Quorum. Members at a duly called meeting at which a quorum is present may continue to transact business notwithstanding the withdrawal of enough members to leave less than a quorum. Actions may continue to be approved if approved by at least a majority of the members required to constitute a quorum. (Corp. Code § 7512(c).)
Eliminating Quorum. Almost all associations have trouble achieving a 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. Boards can (i) continue scheduling meetings until they achieve quorum, or (ii) go to court for an order lowering quorum to the number of votes cast (which is only good for the meeting in question) or (iii) leave the existing board in place and put their energies into amending the association's 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 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 a 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(d).)
Recommendation: In addition to eliminating quorum requirements for the election of directors, associations should consider eliminating cumulative voting and proxies.
How to Simplify Elections
Board Meetings. See quorum requirements for board meetings.
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