Member Quorum
Adams Stirling PLC


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%.

Difficulty Achieving. Because of the difficulty in achieving quorum, many associations have a descending quorum requirement, e.g., 50% for the first meeting and 25% for the second. The waiting period for the next meeting is set by the bylaws and is usually not less than 5 nor more than 30 days. Once the developer is no longer in control of the development, associations can amend their documents to eliminate quorum requirements altogether for the election of directors.

Suspension of Voting Rights. If voting rights are suspended, quorum numbers are adjusted. For example, if an association consists of 100 members and quorum is a majority of the voting power, quorum is 51 members. If, however, 10 members had the voting rights suspended for being delinquent, the voting power is 90 and the quorum is 46.

Lack of Quorum.
If a quorum is not present, the members at the meeting may adjourn the meeting to a later date but may not conduct any other business. If the bylaws provide for a descending quorum, the membership may be able to conduct business at the subsequent meeting if the lower quorum requirements are met.

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).)

Recommendation: Associations should amend their governing documents to eliminate quorum for the election of directors.

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