Annual meetings are the cornerstone of association governance. They are where owners elect board members, review budgets, and learn about the board’s future plans. But what happens when your association cannot achieve quorum—the minimum number of owners present in person or by proxy to conduct business?
No Quorum, No Election
In some communities, quorum is met when one owner shows up. At others, a minimum number of owners, such as one-third or a majority of owners, is required to establish a quorum. The number or percentage for quorum will be found in the association’s governing documents, or if the governing documents are silent on quorum, will be based on state law requirements. If quorum is not met, the meeting cannot officially proceed. That means no votes, no elections, and no additional decisions. While this might seem like a standstill, your association does not grind to a halt.
Board Members Stay Put
Most governing documents include a “holdover” provision. This rule ensures that current board members remain in their positions until successors are elected and qualified. So, even if your term as a board member technically ends, you continue serving. Why? To maintain stability and avoid vacant seats.
Does Your Term Automatically Reset?
No. If, for example, elected board terms are two years long, you do not start a fresh two-year term. Instead, you serve indefinitely as a holdover director until:
- A quorum is achieved at a future meeting and new directors are elected, or
- You resign or are removed according to the bylaws.
Why This Matters
Without quorum, your association cannot elect a valid board. A board elected without quorum can have all its decisions undermined by the improper election. This underscores the importance of owner participation—whether attending in person or submitting proxies. A lack of quorum does not just delay elections; it can stall budgets, projects, and policy decisions.
Bottom Line
If your association fails to reach quorum, you remain on the board, but not for a new term—just until the next valid election. The best solution? Encourage owners to engage and submit proxies so your community can keep moving forward. Kaman & Cusimano has several helpful documents available to its clients through the ATLAS portal, including sample proxies, and sample meeting notices emphasizing the importance of attending the meeting or submitting a proxy so association operations do not come to a grinding halt. If your association is not currently a Kaman and Cusimano client and is interested in learning more about our services and how we can help, please click the following link: Request for Proposal and type “Annual Meeting Lacking Quorum” in the subject field.
