Electing Your Board Without a Quorum

Most Associations are required, both by law and by their governing documents, to hold an annual meeting at which they elect board members. See RCW 64.34.332 (applicable to New Act condos); RCW 64.38.035 (applicable to HOAs). A quorum, or minimum number of members, is required for an election (or any other official association action) at an Association’s meeting to have effect. Each Association’s governing documents should specify the procedures for electing board members, including the number of votes required to constitute a quorum. If a quorum is not met, the Association cannot take any action, but has a few options. The Association may cancel or continue the meeting and set another meeting for a later date to elect the board. (It is important for the board to properly notify owners of the new meeting date.) If there are incumbents on the board, those directors will continue holding office until an election with a proper quorum is held. The board of directors may appoint members to fill vacancies for the unexpired portion of any term. It is not uncommon for an Association to have never achieved a quorum to elect board members, and for its board to consist entirely of members appointed by prior board members. If you don’t get a quorum, one strategy is to hold the meeting anyway, with the understanding that no official vote can be held. At such a meeting, the board can listen to the opinions of the owners who are present; then, the board can appoint members to fill vacancies based on those recommendations. If an Association is having difficulty getting a quorum to elect a board, its members may wish to amend the governing documents to specify a lower quorum (subject to statutory minimums) and/or allow voting by mail. The Association may also use proxies so that members who cannot attend in person may be “present” and vote at the meeting. As in all matters affecting community associations, it is important to follow the terms of the governing documents specific to the community. If you have any questions we can answer, please feel free to leave a comment or contact us directly. We look forward to continuing this conversation with you in our future posts!
Categories: Governing Documents