Electing Your Board Without a Quorum

Most Associations are required, both by law and by their governing documents, to hold an annual meeting at which they elect board members. See RCW 64.34.332 (applicable to New Act condos); RCW 64.38.035 (applicable to HOAs).

A quorum, or minimum number of members, is required for an election (or any other official association action) at an Association’s meeting to have effect. Each Association’s governing documents should specify the procedures for electing board members, including the number of votes required to constitute a quorum.

If a quorum is not met, the Association cannot take any action, but has a few options. The Association may cancel or continue the meeting and set another meeting for a later date to elect the board. (It is important for the board to properly notify owners of the new meeting date.) If there are incumbents on the board, those directors will continue holding office until an election with a proper quorum is held. The board of directors may appoint members to fill vacancies for the unexpired portion of any term. It is not uncommon for an Association to have never achieved a quorum to elect board members, and for its board to consist entirely of members appointed by prior board members.

If you don’t get a quorum, one strategy is to hold the meeting anyway, with the understanding that no official vote can be held. At such a meeting, the board can listen to the opinions of the owners who are present; then, the board can appoint members to fill vacancies based on those recommendations.

If an Association is having difficulty getting a quorum to elect a board, its members may wish to amend the governing documents to specify a lower quorum (subject to statutory minimums) and/or allow voting by mail. The Association may also use proxies so that members who cannot attend in person may be “present” and vote at the meeting.

As in all matters affecting community associations, it is important to follow the terms of the governing documents specific to the community.  If you have any questions we can answer, please feel free to leave a comment or contact us directly.  We look forward to continuing this conversation with you in our future posts!

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3 Responses to Electing Your Board Without a Quorum
  1. Colin Willett
    September 13, 2016 | 1:29 am

    I would be very surprised if your bylaws did not allow there to be a quorum of whomever attends at an adjourned, “additional,” annual/election election after the first annual/election meeting didn’t achieve a quorum.

    That is what happens with our Condo in Maryland where its bylaws state that. And the Maryland Condominium Act also states that.

  2. Jessica
    February 17, 2017 | 10:39 pm

    What if quorum was met, but a homeowner says they didn’t receive proper notification of the meeting under the RCW (New Act)?

    Also, if a homeowner consents to receive electronic mail of community business, is the board required to also mail via U.S. Mail notices of special meetings?

    Thank you for your assistance.

  3. Valerie Farris Oman
    February 20, 2017 | 8:51 pm

    Hi Jessica,

    The Association must be able to show that it GAVE proper notice under its governing documents and Washington law. Usually this means sending the notice via regular first class mail to the last known address for each owner, between 14 and 60 days prior to the meeting. Your documents may specify something different.

    The Association is not required to prove that the owners RECEIVE notice – just that it GAVE notice in the correct manner.

    Also, if the owner claiming they did not receive notice appeared at the meeting, it is possible the governing documents provide for waiver of notice if an owner attends the meeting.

    How your electronic notice provisions work is entirely dependent on your specific governing documents, so I can’t answer your second question.

    Hope this helps!

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Electing Your Board Without a Quorum

Most Associations are required, both by law and by their governing documents, to hold an annual meeting at which they elect board members. See RCW 64.34.332 (applicable to New Act condos); RCW 64.38.035 (applicable to HOAs).

A quorum, or minimum number of members, is required for an election (or any other official association action) at an Association’s meeting to have effect. Each Association’s governing documents should specify the procedures for electing board members, including the number of votes required to constitute a quorum.

If a quorum is not met, the Association cannot take any action, but has a few options. The Association may cancel or continue the meeting and set another meeting for a later date to elect the board. (It is important for the board to properly notify owners of the new meeting date.) If there are incumbents on the board, those directors will continue holding office until an election with a proper quorum is held. The board of directors may appoint members to fill vacancies for the unexpired portion of any term. It is not uncommon for an Association to have never achieved a quorum to elect board members, and for its board to consist entirely of members appointed by prior board members.

If you don’t get a quorum, one strategy is to hold the meeting anyway, with the understanding that no official vote can be held. At such a meeting, the board can listen to the opinions of the owners who are present; then, the board can appoint members to fill vacancies based on those recommendations.

If an Association is having difficulty getting a quorum to elect a board, its members may wish to amend the governing documents to specify a lower quorum (subject to statutory minimums) and/or allow voting by mail. The Association may also use proxies so that members who cannot attend in person may be “present” and vote at the meeting.

As in all matters affecting community associations, it is important to follow the terms of the governing documents specific to the community.  If you have any questions we can answer, please feel free to leave a comment or contact us directly.  We look forward to continuing this conversation with you in our future posts!

Share and Enjoy:
  • Print
  • Digg
  • StumbleUpon
  • del.icio.us
  • Facebook
  • Yahoo! Buzz
  • Twitter
  • Google Bookmarks
3 Responses to Electing Your Board Without a Quorum
  1. Colin Willett
    September 13, 2016 | 1:29 am

    I would be very surprised if your bylaws did not allow there to be a quorum of whomever attends at an adjourned, “additional,” annual/election election after the first annual/election meeting didn’t achieve a quorum.

    That is what happens with our Condo in Maryland where its bylaws state that. And the Maryland Condominium Act also states that.

  2. Jessica
    February 17, 2017 | 10:39 pm

    What if quorum was met, but a homeowner says they didn’t receive proper notification of the meeting under the RCW (New Act)?

    Also, if a homeowner consents to receive electronic mail of community business, is the board required to also mail via U.S. Mail notices of special meetings?

    Thank you for your assistance.

  3. Valerie Farris Oman
    February 20, 2017 | 8:51 pm

    Hi Jessica,

    The Association must be able to show that it GAVE proper notice under its governing documents and Washington law. Usually this means sending the notice via regular first class mail to the last known address for each owner, between 14 and 60 days prior to the meeting. Your documents may specify something different.

    The Association is not required to prove that the owners RECEIVE notice – just that it GAVE notice in the correct manner.

    Also, if the owner claiming they did not receive notice appeared at the meeting, it is possible the governing documents provide for waiver of notice if an owner attends the meeting.

    How your electronic notice provisions work is entirely dependent on your specific governing documents, so I can’t answer your second question.

    Hope this helps!

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