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).)
Adjournment Procedures
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.)
Date of Reconvened Meeting – When a meeting is adjourned for a failure to achieve quorum, the time period within which the reconvened 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 of the adjourned meeting. No meeting may be adjourned for more than forty-five (45) days. (Corp. Code § 7511(d).)
Notice of Reconvened Meeting – Unless otherwise provided in an association’s bylaws, when a membership meeting is adjourned to another time or place, notice of the reconvened 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 reconvened meeting. (Corp. Code § 7611(b); See also “Record Date for Elections.”)
Special Adjournment Procedures for Board Elections and Recalls
If an association is unable to hold a membership meeting to elect or to recall directors due a failure to achieve quorum, unless a lower quorum is authorized by the association’s governing documents, the association may adjourn the meeting to a later date at which time the quorum required for the meeting will be twenty percent (20%) of the membership voting in person, by proxy, or by secret written ballot received. (Civ. Code § 5115(d)(2); Corp. Code § 7512(e).) The procedural requirements for adjournment are the same as described above, with the following exceptions:
Date of Reconvened Meeting – The reconvened meeting may not be held on a date less than twenty (20) days after the initially adjourned meeting. (Civ. Code § 5115(d)(2); Corp. Code § 7512(e).)
Notice of Reconvened Meeting – Not less than fifteen (15) days prior to the date of the reconvened meeting, the association must provide general notice of the reconvened meeting to the membership that includes:
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- The date, time and location of the reconvened meeting. (Civ. Code § 5115(d)(3)(A).)
- The list of all candidates. (Civ. Code § 5115(d)(3)(B).)
- A statement that 20 percent of the members present or voting by proxy or secret ballot will satisfy the quorum requirements for the election of directors and that the ballots will be counted if a quorum is reached. (Civ. Code § 5115(d)(3)(C).)
Quorum Requirement for Reconvened Meeting – Unless a lower quorum is authorized by the governing documents, the quorum required for the reconvened meeting is twenty percent (20%) of the association’s voting members present in person, by proxy, or by secret written ballot received. (Civ. Code § 5115(d)(2); Corp. Code § 7512(e).)
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.”)
