QUORUM OF THE MEMBERS

Quorum Defined. A "quorum" of the membership is the required minimum of number of members who must be present in person or by proxy or ballot before the association may conduct business at a membership meeting. The minimum number of members is usually defined in the CC&Rs and/or bylaws. The more common quorum percentage is 25%, 33%, 50%, 51%, or a simple majority of the members.

A "simple majority" is half of the membership plus one. A simple majority of 400 members is 201, but 51% of 400 members is 204. If the bylaws or statutes do not set quorum requirements for the particular issue being voted upon, then 1/3 of the voting power constitutes a quorum. Corp. Code §7512(a)

Lack of Quorum. If a quorum is not present, the members at the meeting may adjourn the meeting to a later date but may not conduct any other business. If the bylaws provide for a descending quorum, the membership may be able to conduct business at the subsequent meeting if the lower quorum requirements are met. Proxies for the initial meeting generally carry over to the subsequent meeting. Normally there is language in the proxy providing for adjourned meetings.

Loss of Quorum. Members at a duly called meeting at which a quorum is present may continue to transact business notwithstanding the withdrawal of enough members to leave less than a quorum. Actions may continue to be approved if approved by at least a majority of the members required to constitute a quorum. Corp. Code §7512(c)

Ballots Count Toward Quorum. Boards can send both ballots and proxies but do not need to. Prior to the new law, boards needed to send proxies so as to achieve quorum. That is no longer necessary since ballots now count toward quorum. Civil Code §1363.03(b)

Eliminating Quorum for the Election of Directors. The board should consider amending the governing documents to eliminate quorum requirements for the election of directors. This reduces the expense of elections and makes them more like municipal elections.

Updated by ADAMS KESSLER 3/18/2008