QUORUM OBTAINED?
PROBLEM: Our condo board does not always meet the quorum required to make decisions at board meetings.
SOLUTION: Your board definitely should not make major decisions – increasing common area fees or approving a major renovation project, for example – without a quorum.
However, you can deal with emergencies and make the day-to-day decisions required to operate the community outside of an official meeting. When that is necessary, it is a good practice to ratify the decision at a future meeting when the quorum requirement is met.
Some association bylaws specify that boards can act without a quorum in an emergency.
If your bylaws don’t contain that provision, the board might consider asking owners to approve an amendment including it, eliminating any question about whether an emergency decision was authorized.
If the lack of a quorum is a chronic problem rather than an occasional one, the board should try to identify any issues that are creating attendance obstacles. Perhaps there are different days or times that would be more convenient for chronically absent board members.
If the problem isn’t the timing of the board meetings but the behavior of the board members, the other trustees should confront them. Regular attendance should be a requirement for board members.
Those who can’t or won’t fulfill their obligations should be encouraged to resign. If they refuse, the board should consider using the formal process outlined in the association’s bylaws to remove them.
Even if the board has a quorum, the absence of one or more members can result in tie votes that leave the board deadlocked on important issues.
Some boards deal with this problem formally, by adopting an arbitration or mediation requirement; others resolve tie votes less formally, by drawing straws or rolling dice. The best strategy is for board members to craft a compromise resolving their impasse. Although compromise-seems to have gone out of fashion in recent times, it remains a desirable solution, if not aways an easily achievable one.
If you have any questions relative to obtaining a quorum, please contact your MEEB attorney directly or reach us at law@meeb.com.