What is Quorum and Why Does it Matter?
It is now the New Year, and the time for your association to schedule and conduct its annual meeting of members. Important business takes place at the annual meeting, not the least of which is the election of new board members.
As your annual meeting date approaches, it is important to understand that business can be conducted at the annual meeting only if a quorum is present. Your governing documents will describe your quorum requirements. So what is a quorum?
A quorum is the minimum number of owners who must be at a meeting before business can be transacted. Usually, quorum is a relatively low number, but sometimes it is hard getting to it because owners do not like to attend meetings, they may not be interested in community issues, or they may be out of town for the winter.
Because the board is legally obligated to hold an annual meeting, quorum is an important part of conducting association business. Meetings that don’t have a quorum must be adjourned and rescheduled at a later date. This costs the association money and creates more work for the board. The old board of directors stays in place until another meeting can be called and a quorum achieved for the election of new directors. Having to schedule another annual meeting is demoralizing and does not make the community look well-managed. The board therefore should strive to make sure that a quorum will be present for the annual meeting.
The good news is that owners can be “at” a meeting and be absent at the same time by signing a proxy! A proxy allows a named individual to vote in the absent owner’s stead. Each proxy counts toward the quorum, so proxies are very important to the association. The board should urge everyone to fill out a proxy form and return it to the Board if they plan to be away for the annual meeting or do not wish to attend for whatever reason. The board should provide the proxy form to everyone with the mailed announcement of the annual meeting date and give the owners instructions on how to fill out the proxy and when and where to return it.
If you have questions about proxies and quorum requirements, please call Williams & Strohm for further information. 614-228-0207.
Charles T. Williams
Charles T. Williams is the founder and a principal in the firm. A native of Columbus, Ohio, and a veteran of the Vietnam war, Mr. Williams earned his law degree from Boston College Law School. He is widely recognized as one of Ohio’s foremost attorneys practicing homeowner association law and condominium law. Read Charles T. Williams's full bio.