SO WHAT EXACTLY IS A QUORUM OF DIRECTORS?

By Eric Glazer, Esq.

Published October 3, 2016 

As we all know, a quorum of directors is necessary in order to have a valid meeting of the Board of Directors. But, how is a quorum determined? The first thing you need to do is look at your bylaws of the association and determine how many directors are required to serve on the Board.

Remember, that as for condominiums, if your bylaws allow for a range of directors, (for example, not less than five but not more than nine), the number is automatically set at five as per statute. So, let’s just say that your documents require a five member board. Let’s go further and say that five people get elected to the board. In this scenario, a quorum of the board is three. It’s a simple majority. If the docs require a seven member board, four directors are a majority. A nine member board and five is a majority. Pretty easy so far.

Suppose the docs however call for a five member board and only three people volunteer or agree to serve? Since you only have a three person board, are two members enough to constitute a quorum and hold a meeting of the Board?

In Villa Biscaya Jardines II Condominium Association, Inc., v.Unit Owners Voting For Recall, a recall agreement was served on the Board. The bylaws required a five member board. However, at the time the recall was served on the board, there were only three members serving. Two of the three members held a meeting as to whether or not to certify the recall. The arbitrator held that according to the minutes, only two members of the board of directors were present at the board meeting; therefore, there was no quorum of the board. Since there was no quorum, it was not possible for the board to reach a decision on whether or not to certify the recall and therefore the recall would automatically be certified by the arbitrator.

So the bottom line is that a quorum of the Board is simply a majority of the number of directors that are required to serve on the Board. As long as that majority shows up to a meeting, you have a valid meeting. Then, a majority of that quorum can pass or defeat any motion that is made.


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About HOA & Condo Blog

Eric Glazer Eric Glazer graduated from the University of Miami School of Law in 1992 after receiving a B.A. from NYU. He has practiced community association law for more than 2

decades and is the owner of Glazer and Associates, P.A. a seven attorney law firm with offices in Fort Lauderdale and Orlando and satellite offices in Naples, Fort Myers and Tampa.

 

Since 2009, Eric has been the host of Condo Craze and HOAs, a weekly one hour radio show that airs at noon each Sunday on 850 WFTL.

   

See: www.condocrazeandhoas.com.

   

He is the first attorney in the State of Florida that designed a course that certifies condominium residents as eligible to serve on a condominium Board of Directors and has now certified more than 10,000 Floridians all across the state. He is certified as a Circuit Court Mediator by The Florida Supreme Court and has mediated dozens of disputes between associations and unit owners. Eric also devotes significant time to advancing legislation in the best interest of Florida community association members.


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