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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
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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
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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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