SO WHAT EXACTLY IS A QUORUM OF DIRECTORS?

As we all know, a quorum of directors is necessary in order to have a valid meeting of the Board of Directors.  But, how is a quorum determined?  The first thing you need to do is look at your bylaws of the association and determine how many directors are required to serve on the Board.

Remember, that as for condominiums, if your bylaws allow for a range of directors, (for example, not less than five but not more than nine), the number is automatically set at five as per statute. So, let’s just say that your documents require a five member board.  Let’s go further and say that five people get elected to the board.  In this scenario, a quorum of the board is three.  It’s a simple majority.  If the docs require a seven member board, four directors are a majority.  A nine member board and five is a majority.  Pretty easy so far.

Suppose the docs however call for a five member board and only three people volunteer or agree to serve?  Since you only have a three person board, are two members enough to constitute a quorum and hold a meeting of the Board?

In Villa Biscaya Jardines II Condominium Association, Inc., v.Unit Owners Voting For Recall, a recall agreement was served on the Board.  The bylaws required a five member board.   However, at the time the recall was served on the board, there were only three members serving.  Two of the three members held a meeting as to whether or not to certify the recall.  The arbitrator held that according to the minutes, only two members of the board of directors were present at the board meeting; therefore, there was no quorum of the board. Since there was no quorum, it was not possible for the board to reach a decision on whether or not to certify the recall and therefore the recall would automatically be certified by the arbitrator.

So the bottom line is that a quorum of the Board is simply a majority of the number of directors that are required to serve on the Board.  As long as that majority shows up to a meeting, you have a valid meeting.  Then, a majority of that quorum can pass or defeat any motion that is made.

Leave a reply

Your email address will not be published.