Quorum in an HOA

What quorum means

A quorum protects the community from a decision made by a handful of people. Before the association can approve a budget item, amend a document or elect directors, enough owners must take part to make the result legitimate. "Take part" can mean attending in person, voting by proxy, or in some states and documents, returning a ballot.

There are two separate quorums in most associations. A member quorum applies to owner meetings and votes. A board quorum applies to meetings of the directors. They are set in different places and use different numbers.

Member quorum: examples from state law

These are examples only, and your state and documents may differ.

Florida HOAs: unless the bylaws provide a lower number, the quorum for a member meeting is 30 percent of the total voting interests. Unless the statute, articles or bylaws say otherwise, member decisions require at least a majority of the voting interests present, in person or by proxy, at a meeting where a quorum is attained (Florida Statutes section 720.306(1)). The same section adds that if an election is uncontested because candidates do not outnumber vacancies, the qualified candidates begin serving whether or not a quorum is reached at the annual meeting.

Florida condominiums: the default is different. Unless a lower number is provided in the bylaws, the quorum is a majority of the voting interests, and the statute says limited and general proxies may be used to establish a quorum (section 718.112(2)(b)).

California: a quorum is required only if the governing documents or other law say so. When the documents require a quorum for a director election, each ballot received by the inspector of elections is treated as a member present for quorum purposes. If a quorum is not reached, the association may adjourn and reconvene at least 20 days later, when the quorum is 20 percent of members voting in person, by proxy or by secret ballot, unless the documents set a lower number. Notice of the reconvened meeting must go out at least 15 days before it (Civil Code section 5115).

Board quorum

The directors have their own quorum. Under Michigan's Nonprofit Corporation Act, a majority of the directors then in office is a quorum unless the articles or bylaws set a larger or smaller number, but the quorum may not be less than one-third of the directors in office. The vote of a majority of directors present at a meeting with a quorum is the action of the board, unless a higher vote is required (MCL 450.2523). Other states set different rules, and many leave the number to the bylaws.

Why quorum problems happen

Low turnout is the usual cause. Associations commonly respond by sending reminders, offering electronic or mail voting where the documents and law allow it, using proxies where permitted, scheduling meetings at accessible times, and, if the bylaws allow, adjourning to a later date. Florida's HOA statute, for example, says an adjournment must be announced at the meeting before it is taken, or notice must be given of the new date, time or place (section 720.306(7)).

A bylaw change that lowers the quorum is possible in some communities, but it must follow the amendment process in the documents and state law. Ask an attorney first.

Quorum versus the vote needed to pass

Quorum is not the same as the vote needed to approve something. A meeting can have a quorum and still fail a proposal that needs a majority of the whole membership or a supermajority. Check both numbers in your documents for any item on the agenda.

Related

• HOA bylaws glossary entry
• Proxy vote glossary entry
• HOA governing documents explained
• What is HOA management?