Happens When We Cannot Reach Quorum?
Lanier Coulter, Esq.
December 10, 2012
failure to obtain quorum at the annual meeting and conduct
association business, especially an election, can be
disconcerting for many directors.
So, what options exist when there is no quorum at the
annual meeting? While
this can be a document-specific matter, generally an association
can do any of the following:
out a new notice for an annual meeting in another attempt to
reach quorum and conduct an election at the annual meeting.
Carefully review your association's governing
documents because the threshold for quorum may be lower if
the second meeting is called within a set period of time
following the first meeting.
association may have the right to take action without a
meeting. In that
case, the board of directors can send out a written ballot
or consent to elect a board of directors without calling
another meeting of the community.
association can move forward and continue to operate even
though it failed to reach quorum and conduct an election at
the annual meeting. For
example, if a director resigns, the remaining directors may
appoint a replacement director.
associations go years without reaching quorum at the annual
meeting; unfortunately, it is a very common occurrence.
To avoid this occurring year after year, a community
should make a concerted effort to obtain proxies at the annual
meeting. Also, some
associations offer a raffle or small prize where everyone who
attends (in person or via proxy) is eligible to win.
Some associations even have a holiday party immediately
after the annual meeting to encourage attendance.
Just remember that the failure to reach quorum and
conduct an election doesn't stop the operation of the business
of the association. The
bills still must be paid, assessments still need to be collected
and decisions still need to be made on behalf of the community.
Lanier Coulter, Jr. - owner/founder of the firm. He is a 1998 graduate of Oglethorpe
and a 2001 graduate of Emory University School of Law, where
he was the recipient
of the Attorneys' Title Guaranty Fund
Lanier is a
member of the state Bar of Georgia and the DeKalb County Bar
Association. He is
the author of "Don't Wait Until it's Too Late, Statutes of
Limitation and How They Can Affect Your Association's
Rights" which appeared in Georgia
Commons, a Publication of Community Associations Institute of
practices primarily in the area of community association law.
Lanier assists associations in interpretation and
enforcement of their governing documents (covenant enforcement
and collection of assessments) and in the negotiation, financing
and execution of major renovation and rehabilitation projects.
He is an instructor of continuing education courses for
community association managers and attorneys, including, "Dealing
With Difficult People," "Problem Solving for Planned
Communities," and "Condominium Law."
Currently Lanier serves as a member of the Amicus
Committee the Community Association Institute and a member of
the Legislative Action Committee for the Georgia for Chapter of the Community Association Institute.
He was the recipient of the 2011 Rising Star Award in the
Lanier at: firstname.lastname@example.org