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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5 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!

  4. Janelle
    December 12, 2017 | 1:29 am

    You mention that a quorum must be met to elect a board. Are you referring to a specific law that says a condo board has to have a quorum to hold an election.

  5. Valerie Farris Oman
    December 12, 2017 | 5:38 pm

    Hello Janelle,

    Directors in a condominium association are elected by the Association membership at large. In order for an Association to do any business at a meeting of the owners, there must be a quorum of ownership present (in person or by proxy) at that meeting. “Doing business” includes electing board members.

    Once elected to the board, typically the board members will determine internally which member will serve in which position on the board (i.e., president, VP, secretary, treasurer). Again, the board must have a quorum present at the beginning of their meeting in order to “do business” or take action on behalf of the Association.

    The statutes that apply here are RCW 64.34 (Condominium Act, if your condo was created on or after July 1, 1990) or RCW 64.32 (“old” condo act, if your condo was created before July 1, 1990. Also, some provisions of the new act apply to old act condos.

    Additionally, per RCW 64.34.300: “The association shall be organized as a profit or nonprofit corporation. In case of any conflict between Title 23B RCW, the business corporation act, chapter 24.03 RCW, the nonprofit corporation act, or chapter 24.06 RCW, the nonprofit miscellaneous and mutual corporations act, and this chapter, this chapter shall control.”

    More info:

    RCW 24.03.090
    Quorum.
    The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws.

    RCW 24.03.110
    Quorum of directors.
    A majority of the number of directors fixed by, or in the manner provided in the bylaws, or in the absence of a bylaw fixing or providing for the number of directors, then of the number fixed by or in the manner provided in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this chapter, the articles of incorporation or the bylaws.

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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
5 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!

  4. Janelle
    December 12, 2017 | 1:29 am

    You mention that a quorum must be met to elect a board. Are you referring to a specific law that says a condo board has to have a quorum to hold an election.

  5. Valerie Farris Oman
    December 12, 2017 | 5:38 pm

    Hello Janelle,

    Directors in a condominium association are elected by the Association membership at large. In order for an Association to do any business at a meeting of the owners, there must be a quorum of ownership present (in person or by proxy) at that meeting. “Doing business” includes electing board members.

    Once elected to the board, typically the board members will determine internally which member will serve in which position on the board (i.e., president, VP, secretary, treasurer). Again, the board must have a quorum present at the beginning of their meeting in order to “do business” or take action on behalf of the Association.

    The statutes that apply here are RCW 64.34 (Condominium Act, if your condo was created on or after July 1, 1990) or RCW 64.32 (“old” condo act, if your condo was created before July 1, 1990. Also, some provisions of the new act apply to old act condos.

    Additionally, per RCW 64.34.300: “The association shall be organized as a profit or nonprofit corporation. In case of any conflict between Title 23B RCW, the business corporation act, chapter 24.03 RCW, the nonprofit corporation act, or chapter 24.06 RCW, the nonprofit miscellaneous and mutual corporations act, and this chapter, this chapter shall control.”

    More info:

    RCW 24.03.090
    Quorum.
    The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence of any such provision, members holding one-tenth of the votes entitled to be cast represented in person or by proxy shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws.

    RCW 24.03.110
    Quorum of directors.
    A majority of the number of directors fixed by, or in the manner provided in the bylaws, or in the absence of a bylaw fixing or providing for the number of directors, then of the number fixed by or in the manner provided in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this chapter, the articles of incorporation or the bylaws.

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