The Quorum Requirement: A Creative Solution to Getting Stuff Done
By: Douglas C. Shumway, Esq.
“Welcome, Ladies and Gentlemen to our owner’s association meeting. Unfortunately, we didn’t make the quorum requirement to vote on anything tonight, so we’ll need to reconvene this meeting for a later date. Sorry.”
Sound familiar? Lamentably this scenario is more frequently a reality than a hypothetical for many community associations. If you’ve ever served on or worked with an association board or management committee, you know all too well the crippling effect quorum requirements can be to getting things voted on in special or annual association meetings. It is not at all uncommon for some associations’ CC&R’s and Bylaws to contain a high quorum requirement that, practically speaking, is all but impossible to obtain.
Most CC&Rs and/or bylaws contain a provision that provides guidance on what to do in the event quorum is not met at a particular meeting. Almost all such provisions require the board to re-schedule the meeting and send out notice of that meeting to all owners. Included in this provision is likely the requirement that the new meeting be held within a specific time frame. If you’re lucky, your association’s CC&R’s and/or bylaws state something like: where quorum is not met at a scheduled meeting, the board must adjourn and re-schedule the meeting, and at that rescheduled meeting the quorum requirement is reduced by half (or some other percentage). Some CC&Rs and/or bylaws allow for a third and fourth re-scheduled meeting, wherein the quorum requirement continues to be reduced by half each time. Here’s where the creativity comes in.
If your documents provide for the reduced quorum requirement at each re-scheduled meeting, you can avoid a lot of headache and heartache by sending out a notice of your meeting with your own version of the following explanation: 1) the meeting will begin at 6:00 pm. Quorum requirement shall be 70%, and 2) if quorum is not met by 7:10pm, the meeting will be adjourned, and a second meeting will begin at 7:15pm that same night. Quorum shall be 35%.
This creative approach allows board’s to reach quorum at their owner meetings on the same night in which the meeting was noticed to all owners, without ever having to re-schedule for a later date. Make sure your governing documents allow for the reduced quorum at the re-scheduled meetings before using this approach, otherwise you run the risk of voting on officers or amendments that may be invalidated later on for failure to meet the quorum requirement.
If your CC&R’s and/or bylaws do not contain such a provision, amending the documents may be difficult since getting enough people to show up to the meeting to vote on the amendment(s) is like pulling teeth sometimes. In such a situation, there is always the possibility of amending the CC&R’s and/or bylaws via written ballot. It may require some creative incentives and pounding the pavement to get ballots returned, but it is worth it!