A “quorum” of the membership is the minimum number of member votes in person, by proxy and/or by written ballot that is required before the association may conduct business at a membership meeting. (Robert’s Rules, 11th ed., pp. 21, 345.) The quorum requirements are usually contained in provisions of an association’s bylaws or CC&Rs. (See “Member Quorum Requirements.”)
Loss of Quorum
Failure to achieve the required quorum is different from a situation where quorum is first achieved at the beginning of the meeting, but enough members withdraw (leave) from the meeting to leave less than a quorum. In that situation, actions may continue to be taken at the meeting so long as they are approved by at least a majority of members required to constitute a quorum. (Corp. Code § 7512(c); See also “Member Quorum Requirements.”)
Ballots Count Toward Quorum
If a quorum is required by the governing documents, each ballot received by the association’s inspector(s) of elections must be treated as a member present at the meeting for the purposes of establishing quorum. (Civ. Code § 5115(b).)
If an association fails to achieve quorum, the membership meeting may be adjourned by the vote of a majority of the votes represented either in person or by proxy; however, other than the vote to adjourn the meeting, no other business may be transacted. (Corp. Code § 7512(d).)
Vote to Adjourn – If there is a failure to achieve quorum, the chair of the membership meeting (typically the board president) calls the meeting to order, announces the absence of quorum, and then entertains a motion to adjourn the meeting to a later date. (Robert’s Rules, 11th ed., p. 349.)
New Meeting Date – When a meeting is adjourned for a failure to achieve quorum, the time period within which the adjourned (new) meeting must be held is usually dictated in the provisions of the association’s governing documents (typically in the bylaws). Common provisions establish time periods of no less than five (5) and no more than thirty (30) days from the date when the meeting was first adjourned. No meeting may be adjourned for more than forty-five (45) days. (Corp. Code § 7511(d).)
Notice of Adjourned Meeting – Unless otherwise provided in an association’s bylaws, when a membership meeting is adjourned to another time or place, notice of the adjourned (new) meeting need not be given if the time and place are announced at the meeting at which the adjournment is taken. (Corp. Code § 7511(d).)
Impact on “Record Date” – The record date set for the initial meeting is not modified in connection with the adjourned meeting, unless the board fixes a new record date for the adjourned meeting. (Corp. Code § 7611(b); See also “Record Date for Elections.”)
Court Petition to Reduce Quorum
If a meeting cannot be held due to a failure to achieve quorum, the board or any member of the association may file a petition in superior court to either lower the required quorum amount or to dispense with the quorum requirement entirely. (Corp. Code § 7515.)
Directors Continue to Serve
If an annual meeting of the members is not able to be conducted due to a failure to achieve quorum, and thus the election of new directors at the annual meeting is unable to take place, the directors then in office generally continue to serve on the board until successors have been formally elected and qualified (typically at next year’s annual meeting). (Corp. Code § 7220(b).) Any vacancies on the board which were unable to be filled through membership vote at the annual meeting may generally be filled by approval of a majority of the board (by board appointment), subject to certain exceptions. (Corp. Code § 7224; See also “Filling Vacancies on the Board.”)
- Corporations Code Section 7515. Court Ordered Meeting or Member Vote.
- Corporations Code Section 7512. Quorum at Meeting of Members.
- Corporations Code Section 7511. Notice of Members’ Meeting; Adjournment; Waiver.
- Corporations Code Section 7224. Filling Vacancies; Resignation of Director.
- Civil Code Section 5115. Ballot and Voting Procedure.