No Quorum
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FAILURE TO MAKE QUORUM

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).) 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 with appropriate notice. Members 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 to a later date unless the bylaws state otherwise.

New Meeting Date. 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." If a date was not selected and announced when the meeting adjourned to a later date, the board sets the date (which usually requires coordination with the Inspector of Elections) and gives notice to the membership. As long as the ballots were not opened, they remain valid and are brought to the adjourned meeting by the Inspector. Once quorum has been achieved, the ballots are opened and counted.

Number of Attempts. There is no required number of attempts to meet quorum. If it is clear the membership is not interested in participating, the board can stop soliciting ballots. For example, if an association has 100 units and only 9 members send in their ballots, it's pretty clear no one is interested, which means reaching a 50% or even 30% quorum may not be achievable. If quorum is within striking distance, directors should put in the effort to round up more votes. If quorum is not within reach, the board is not required to waste time, money, and energy trying to get members to participate.

Court Petition to Reduce Quorum. If the failure to hold an annual meeting is due to a lack of quorum, the board or any member can file a petition with the court to lower the quorum requirement to the number of ballots cast. (Corp. Code §7515.) The management company on its own has no legal authority to file a court petition. That right is reserved for an association board and members.

Industry Practice. Most associations forgo the legal expense of a court petition and leave the existing board in place. Such action is indirectly provided for in Robert's Rules of Order:

[I]f a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society's rules requiring the meeting to be held were complied with and the meeting was convened--even though it had to adjourn immediately. (Robert's Rules, 11th ed., p. 347.)

To place new directors on a board where apathy derails annual elections, directors can resign their seats so new directors can be appointed to the board. However the matter is handled, the board must publish its decision to the membership. If members are unhappy with the board's decision, they have the right to file their own petition with the court. (Corp. Code §7515(a).)

Recommendation: Because of the problems associated with quorum requirements, associations should amend their bylaws to eliminate quorum requirements 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