A “quorum” of the membership is the minimum number of member votes in person, by proxy and/or by written ballot that is required before the association may conduct business at a membership meeting. (Robert’s Rules, 11th ed., pp. 21, 345.) The quorum requirements are usually contained in provisions of an association’s bylaws or CC&Rs. Such provisions typically set the applicable quorum as a simple majority of the association’s voting power.
Default Quorum Requirement
Civil Code Section 5115(b) provides that a “quorum shall be required only if so stated in the governing documents or other provisions of law.” If the governing documents require a quorum but do not specify the quorum amount, and unless otherwise provided in the association’s bylaws or other provisions of law, one-third (1/3) of the voting power of the association, represented in person or by proxy, constitutes a quorum. (Corp. Code § 7512(a).)
Ballots Count Toward Quorum
If a quorum is required by the governing documents, each ballot received by the association’s inspector(s) of elections must be treated as a member present at the meeting for the purposes of establishing quorum. (Civ. Code § 5115(b).)
Quorum Set by Statute
For particular matters, provisions of the Davis-Stirling Act may specify the applicable quorum requirement, regardless of anything to the contrary contained in the provisions of an association’s governing documents. For example, where a membership vote is required to increase assessments above a certain amount, Civil Code Section 5605(c) sets the applicable quorum requirement as more than fifty percent (50%) of the association’s members, regardless of anything to the contrary in the association’s governing documents. (See “Limitations on Assessment Increases.”)
Loss of Quorum
If the required quorum is achieved at the beginning of a membership meeting, and enough members withdraw (leave) from the meeting to leave less than a quorum, actions may continue to be taken so long as they are approved by at least a majority of the members required to constitute a quorum. (Corp. Code § 7512(c).) For example, assume that the required quorum is fifty (50) members. If sixty (60) members attend the meeting, but then twenty (20) members leave during the meeting, actions may continue to be taken provided that they are approved by at least twenty-six (26) members remaining at the meeting (at least a majority of the members required to constitute a quorum).
Failure to Achieve Quorum
Where the required quorum is not achieved, the membership meeting may be adjourned by a vote of a majority of the votes represented at the meeting either in person or by proxy, but no other business may be transacted. (Corp. Code § 7512(d); See also “Failure to Achieve Quorum.”)
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