What Happens When We Cannot Reach Quorum?

By Lanier Coulter, Esq.

Published December 10, 2012

 

The 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:

  • Send 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. 

  • An 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.

  • An 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. 

Many 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.


 
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G. Lanier Coulter, Jr. - owner/founder of the firm. He is a 1998 graduate of Oglethorpe University and a 2001 graduate of Emory University School of Law, where he was the recipient

of the Attorneys' Title Guaranty Fund Award.  

 

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 Georgia, Inc.  

 

Lanier 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 CAI-Georgia Chapter.

Contact Lanier at: glc@coulterlawfirm.net