Your Florida HOA: Spotlight on Quorums

A quorum is a moving target. Your HOA may be required to reach a 30 percent quorum in one situation, a 66 percent in another, or 51 percent in yet another.  You must read your documents carefully.



I. DEFINITION:


Black’s Law Dictionary, defines 'quorum' as:

quorum, n. The minimum number of members (usu. a majority) who must be present for a body to transact business or take a vote.


II. A QUORUM FOR AN HOA MEMBERS’ MEETING:


A. Quorum at Members' Meeting


Unless the bylaws say otherwise, a quorum for HOA members' meetings is 30 percent. Section 720.306(1)(a), Florida Statutes, says:


(a) Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests. Unless otherwise provided in this chapter or in the articles of incorporation or bylaws, decisions that require a vote of the members must be made by the concurrence of at least a majority of the voting interests present, in person or by proxy, at a meeting at which a quorum has been attained.


So look to your individual bylaws, and if the quorum requirement for a members' meeting is not mentioned, use 30 percent.  If it is mentioned, rely on the bylaws.  


Please note, that special quorum requirements may be provided for in the governing documents (e.g. special quorum for special assessment votes) or in other statutes (e.g. special provisions for recall votes). Care must be exercised to insure that these special requirements have been analyzed.


B. What if the HOA cannot establish a quorum at a members' meeting?  

If you are unable to establish a quorum at a members’ meeting, no official corporate actions can be taken other than a vote to adjourn the meeting to a later date in the hopes that a quorum can then be established. (See Section 720.306(5) for the notice requirements for such adjournments.)


III. A QUORUM FOR BOARD MEETINGS:


A. Quorum at a Board Meeting


Although the HOA statutes in Chapter 720 do not directly address the quorum requirements for a board meeting, the general corporate statutes in Chapter 617 (Florida Not-For-Profit Corporate Act) do. 


617.0824 Quorum and voting. --

(1) Unless the articles of incorporation or the bylaws require a different number, a quorum of a board of directors consists of a majority of the number of directors prescribed by the articles of incorporation or the bylaws.


(2) The articles of incorporation may authorize a quorum of a board of directors to consist of less than a majority but no fewer than one-third of the proscribed number of directors determined under the articles of incorporation or the bylaws.


(3) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or the bylaws require the vote of a greater number of directors.


First, review your HOA's articles of incorporation and bylaws. If those documents define a quorum for board meetings, use that definition. However, make sure the quorum is never less than one-third of the total number of required (not necessarily presently serving) directors.

If your HOA articles of incorporation and bylaws are silent on this, your quorum will be a majority of the total number of directors required by your documents.


B. What if the HOA Board cannot establish a quorum at a board meeting?


As with members’ meetings, if your HOA is unable to establish a quorum at a board meeting, no official corporate acts can be taken other than a vote to adjourn the meeting to a later date in the hopes that a quorum can then be established. Section 617.0820(2) provides notice requirements for such adjournments.


Chapter 720 allows board members to attend by telephone so long as certain limited rules are met. See Section 617.0824(4), Florida Statutes.


III. Quorum for amending the governing documents


Section 720.306 (b) requires a supermajority—two-thirds—for amending the governing documents. If the amendment materially or adversely changes the common ownership rights, ALL owners must agree to it.  


(b) Unless otherwise provided in the governing documents or required by law, and other than those matters set forth in paragraph (c), any governing document of an association may be amended by the affirmative vote of two-thirds of the voting interests of the association...


(c) Unless otherwise provided in the governing documents as originally recorded or permitted by this chapter or chapter 617, an amendment may not materially and adversely alter the proportionate voting interest appurtenant to a parcel or increase the proportion or percentage by which a parcel shares in the common expenses of the association unless the record parcel owner and all record owners of liens on the parcels join in the execution of the amendment. For purposes of this section, a change in quorum requirements is not an alteration of voting interests. The merger or consolidation of one or more associations under a plan of merger or consolidation under part I of chapter 607 or chapter 617 is not a material or adverse alteration of the proportionate voting interest appurtenant to a parcel.

850-270-9064

2852 Remington Green Circle, Suite 102 * Tallahassee, FL 32308

  • LinkedIn - Grey Circle
  • Facebook - Grey Circle

© 2018 Winegardner Law.  Headshots by Amy Higgins