In the final article on our series on the basics of community association meetings, we address common questions involving quorum – that is the minimum number of constituents (directors for a Board meeting or Members for a Members meeting) that must be present in order for the meeting to occur. In the first article in our series on community association meetings we addressed meeting basics and in the second article we addressed meeting notice requirements.
How do you know what your quorum requirement is? Whether for Board meetings or Members meetings, your community’s governing documents (most often the bylaws) typically determine what the quorum requirement is for your meeting. However, certain statutes may impact the determination of quorum, including:
- For homeowners associations, under 720.306(1)(a), unless a lower number is provided in the bylaws, a quorum for Members’ meetings is 30% of the total voting interests.
- For condominium associations, under 718.112(2)(b)1, unless a lower number is provided in the bylaws, a quorum for Members’ meetings is a majority of the voting interests.
- For Board meetings, unless the governing documents require otherwise, 617.0824(1) provides that a quorum is a majority of the directors.
A board member resigned, does quorum change? Unless your governing documents provide otherwise, quorum for Board meetings is not reduced because of vacancies on the Board, as it is usually based upon the total number of directors established in your governing documents, not the number of directors actually seated.
Does the same quorum requirement apply to every vote? It is possible that your governing documents impose a different quorum requirement for different votes. A different quorum requirement may apply, for example, to Members’ meetings held to approve a budgetary increase versus a Members’ meeting to approve an amendment to the governing documents. Further, there are some actions that may be taken at a meeting even without a quorum. For example, there is no quorum requirement for condominium elections (although at least 20% of the eligible voters must cast a ballot to have a valid election). In condominiums and homeowners’ associations, unless the bylaws provide otherwise, vacancies on the Board may be filled by a vote of the remaining directors, even if the directors constitute less than a quorum or there is only one remaining director.
What does presence mean for purposes of a quorum? Physical in-person presence is not always required to establish a quorum:
- Both general and limited proxies may be used to establish a quorum at Members’ meetings for condominiums and for homeowners associations, unless otherwise provided in the governing documents; however, proxies cannot be used for meetings of the Board.
- Presence by a Board member via telephone, real-time videoconferencing or similar real-time electronic or video communication counts toward a quorum at a Board meeting.
- Owners voting electronically pursuant to s. 128 or 720.317 are counted as being in attendance at the meeting for purposes of determining a quorum.