Surprise, Surprise: A Critical Owner Has It Wrong on Condo/HOA Board Quorum
HOAleader.com - Tip of the
Week - August 11, 2023
An HOAleader.com reader whose board has a few vacancies says an owner has sent a letter to the board and community insisting the board has no authority to act while seats are vacant. Our reader asks: Is that true?
And how long do we have to fill seats?
In this week's tip, we explain why our experts say this owner is misguided. In most cases, boards with vacant seats can act. Here's how two of our experts say their state's law would address this
issue:
California—"A quorum of the board can conduct business," according to Alex Noland, CCAL, founder of Noland Law PC in San Francisco, which represents 200-plus community associations throughout California. "Usually, in
most governing documents, the quorum is a majority of the board. If the board has that, business can still be done. If you have less than a quorum, no business can be done.
"Let's say you have a three-member board, so the quorum is two
members," he explains. "Let's also say that board was already down one member, and then another owner just sold and moved. Now you have one of three seats filled, so you don't have a quorum.
"The remaining board member can appoint another
owner to the board so the board will have a quorum," says Noland. "But that sole remaining board member can do nothing except appoint an owner to one of the other seats so they have a quorum. That's something I see in almost every set of bylaws I have."
Colorado—"In Colorado, the board can still act, but it depends," says Elina Gilbert, a shareholder at Altitude Community Law in Lakewood, Colo., who has specialized in community association law for 23 years. "Quorum is generally going to be a majority of those in office rather than a majority of seats on the board.
"So, if you have five seats, three would be quorum," she explains. "If you have two seats filled, technically you have no quorum. But you could conduct business if both of those two board members are present and both agree to take action. If you have one person on the board, it's not ideal, but technically, they can still conduct business."
Best regards,
Matt Humphrey
President