Q: As a board member of a large condominium association, I am trying to figure out how we can have our upcoming annual meeting if we don’t get a quorum of members present. Our bylaws say we have to have fifty percent of our owners present in person or by proxy to have a quorum for a meeting. That is 90 members. We did not achieve that number last year and could not have the meeting and elect new directors. What can we do to have a successful meeting?
A: There are a couple things we can suggest. First, check your documents to see if you have a provision whereby the quorum requirement is reduced for a subsequent meeting called within a short time for the same purpose when a quorum is not achieved. Some documents reduce the requirement by as much as one half.
Second, you need to reduce your quorum requirement – it is too high and much higher than is normal for your size association. In fact, here’s some good news for you – a few years ago the Virginia legislature, at the urging of the Virginia Legislative Action Committee of the Community Associations Institute, passed a bill allowing a reduction of the minimum number of members required in the condominium documents for a quorum from 25% to 10%. The legislature was convinced that requiring 25% could result in no annual meeting being held due to lack of a quorum. The statute says that unless stated otherwise in the documents the quorum requirement is 33 1/3% of the members, but the documents may provide for as few as 10% or any greater percentage. You will need to amend your bylaws to reduce your quorum requirement. This must be done in accordance with your bylaw amendment provision. In any event you will need the signatures of at least the owners who have 66 2/3% of the common element ownership in order to amend your documents. Your bylaws may also require a meeting and a vote – this is not required by the statute, but is probably a good opportunity to explain the change to the members and collect signatures. Of course, the proposal should be mailed to all owners to explain it to them and get their consent even if the bylaws don’t require such a mailing since you are trying to sell the members on this concept which is in their best interests. This is a tough goal to achieve and all legitimate methods for getting the job done should be employed. You will need the assistance of your legal counsel to guide you through this process and make sure all “i’s are dotted”. You first need to get a legal opinion on what steps are required by your documents and statute to amend your documents.
As you discovered if you do not have quorum present at any membership meeting, you may not conduct any business as votes taken would be null and void. Why is the quorum so important? It was long ago determined by experts in meetings of all types that a certain threshold of members of any organization must be present in order to give validity to decisions made by the group. Decisions made by only three or four members of a sizeable organization are not likely to be representative of the desires of the majority. Board meetings are a different matter – these elected officials have a defined scope of authority and are duty bound to look after the best interests of all owners – they also must have a quorum. Typically a quorum for a seven member board is 4 members and proxies are not permitted for board meetings.
Should you have other questions about meeting protocol we are ready to assist you.