quorum
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What Is a Quorum?
To protect an organization from being bound by decisions taken by an unrepresentatively small number of members who might attend a meeting, a quorum - a minimum number of members who must be represented - is required to conduct substantive business at a meeting. That magic number will usually be stated in the bylaws or CC&Rs. It may be an unreasonably high number (like between 50% to 75% of all owners) or it may be a realistic number, but either way it’s required. If it’s unreasonably high, change it, amend the bylaws, but don’t ignore it. One of the first things to occur at any meeting should be the determination of whether the required quorum is represented.What a Quorum Requirement Is Not.
A quorum requirement is not the number of owners required to approve a matter. The number of owners required to approve a matter is generally a majority, except the election of a director, which is usually a plurality (the candidate with the most votes wins). But, the governing documents can require a higher (or lower) number, and most do in the case of amendments to CC&Rs or bylaws. Such amendments usually require the approval of somewhere between a majority and 67% of the owners.The Problem of Quorum Requirements.
In HOAs, one of the most common mistakes in bylaws is a high quorum requirement.One side effect of a well-run HOA is contentment among members. As a result, the members tend to be apathetic about attending meetings, resulting in low turnout. This becomes a significant problem if the bylaws require an unreasonably high quorum, such as a majority of all members.
Without a quorum at a meeting, the association is penalized. Often, an entirely new meeting must be scheduled, noticed and attended, costing money as well as additional time from its volunteer leaders. In the meantime, elections can't be held and the association's hands are tied as to any business that was to be decided at the meeting.
HOAs and Quorums.
The rationale that a quorum is a protection against decisions taken by a small number of members simply has very little place in a regularly-scheduled HOA annual meeting held after notice was provided to all members. The primary vote held at an annual meeting is electing board members. Elections must take place. There is no surprise to that and a high quorum requirement provides no real protection. If owners want to participate, they simply need to attend and vote. The association shouldn't be punished for owners' failure to attend.Recommended Quorum.
Because of the problems with too high of a quorum requirement, the default quorum requirement in the Nonprofit Act is simply the members that are represented for any purpose at the meeting (essentially no quorum requirement). However, the bylaws, CC&Rs or articles of incorporation can specify a higher quorum requirement, and many do. As a general best practice, a simple no quorum requirement is recommended for regularly scheduled annual meetings. Because of the uniqueness of special meetings and votes conducted without a meeting, a quorum requirement of between 10 to 30% of all members may be desired, but more than 30% is not recommended, except in very high participation communities where members feel strongly about having a high quorum requirement.Once a member is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, the member is considered present for quorum purposes (1) for the remainder of the meeting, and (2) for any adjournment of that meeting unless (a) otherwise provided in the bylaws; or (b) a new record date is set for that adjourned meeting. See Utah Code § 16-6a-714.
What Happens If No Quorum?
If a quorum is not achieved, the bylaws or CC&Rs will usually specify a process for adjourning the meeting and calling a subsequent meeting. Often the quorum requirement is reduced at the subsequent meeting.If a quorum cannot be obtained, the board or any member can file a petition with the court to lower the quorum requirement. See Utah Code § 16-6a-117.
If the only business that must be conducted is election of board members, an association may wish to forgo the legal expense of a court petition and leave the existing board in place after any processes in the association's bylaws have been fulfilled. 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. One option to place new directors on a board where apathy prevents reaching a quorum for an election, is for a director to resign his or her seat so a new director can be appointed by the remaining board members.
Recommendation: Don't ignore the quorum requirement. It is not optional. If it is high, change it. Amend the bylaws and use the default in the Nonprofit Act (those members that are present constitute a quorum), or if a higher number is desired, determine how many members typically show up to a member meeting, choose a number lower than that number, and seek to adopt that as the new quorum requirement in an amendment to the bylaws.
Statutes and Cases:
(For reference: 57-8 is the Condo Act, 57-8a is the Community Association Act, 16-6a is the Nonprofit Act)