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Quorum

Started by SteveK15 • 10 replies • 365 views

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SteveK15 (Florida)
Posts: 8
Posted:
Two part question. Does Florida Statute 720 require that to make a quorum it must be 30% or lower of the membership? Or if 50% is stated in our bylaws, is that OK?

720.306 Meetings of members; voting and election procedures; amendments.—
(1) QUORUM; AMENDMENTS.—
(a) Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests.

Also, Is Florida Statute 720 retroactive? Our covenants and bylaws were recorded prior to the existence of 720 with the requirement of 50% of the membership to constitute a quorum. Does the 50% stand?

Our BOD is trying to change this to 30% so that they can get away with smaller meetings and fewer members voting.
ElleN (Idaho)
Posts: 4,420
Posted:
Short Answer
Quorum for your HOA is 30% of the total voting interests.

Long Answer
-- Regarding your bylaws preceding the existence of FS 720: I take it you are reading FS 720.302 (2). The latter section might seem to suggest that FS 720.306 does not apply. But this is an incorrect reading. If you want me to explain why, say so. People who do not spend time reading statutes (or the phonebook) may not understand unless they read the section, and then other parts of FS 720, super-carefully and know a bit about well-established rules of statutory interpretation.

-- FS 720.306 does apply.

-- FS 720.306 says the bylaws control only if the bylaws' quorum number is lower than 30%. Your bylaws' quorum is higher than 30%.

-- IMO the Florida legislature recognized that attaining quorum is often difficult. The legislature wanted to make it easier. Some experts opine that owners' meetings should have // no // quorum requirement.

-- Your post incorrectly uses the word "quorum." It's not "30% or lower." Quorum by definition is a fixed number and a minimum. In this case, it is exactly 30%. When the principle of quorum is applied here, it amounts to: "As long as 30% or more are present, quorum is met."

-- Changing what the bylaws say is not necessary but might help cut down on unnecessary disputes. Where genuine conflicts between the bylaws and statutes occur, the statutes control.
JohnC46 (South Carolina)
Posts: 14,265
Posted:
I do not advocate no Quorum but I think 20% is high enough. 50% is to high.
KerryL1 (California)
Posts: 14,550
Posted:
I agree with ElleN's interpretation. To my eye, the statute is very clear: 720.306M (1) (a) "Unless a lower number is provided in the bylaws, the percentage of voting interests required to constitute a quorum at a meeting of the members shall be 30 percent of the total voting interests."

Our 2022 restated Bylaws have no quorum for ordinary elections. A major CA HOA law firm recs that HOAs get rid of quorum. In states or HOAs where meeting attendance in person or by proxy is required, a lower, or no quorum, requirement helps assure that the HOA's business gets done, especially elections.

I don't at all see it as a way to get fewer people to vote as Steve suspects. In fact, I'd need to see his reasoning behind his fear.
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By KerryL1 on 07/02/2023 11:04 AM
Our 2022 restated Bylaws have no quorum for ordinary elections. A major CA HOA law firm [recommends] that HOAs get rid of quorum. In states or HOAs where meeting attendance in person or by proxy is required, a lower, or no quorum, requirement helps assure that the HOA's business gets done, especially elections.
SteveK15, the above is what I am talking about.

I am fine with JohnC46's position as well. It's not a hill on which I think it is worth dying.

The reason I am fine with no quorum: I figure if people cannot even go to the trouble of either showing up; voting by proxy; or voting electronically (if allowed), then they clearly are fine with others making the decision for who is on the board. AFAIC this is so even if only one person votes at the annual meeting.

Else too often HOAs are stuck either trying to re-do annual meetings (at no small expense), or boards and managers are baffled and confused about what to do when quorum is not met, frequently also costing a lot of money. Hackles are raised when no repeat annual meeting is run (when said hackles should not be raised), and so on.

I say: Enough hand-holding. Amend governing documents to eliminate quorum for the annual meeting. If people choose to not vote at the annual meeting, then I think any outcome that makes them unhappy is exactly what they deserve.
SteveK15 (Florida)
Posts: 8
Posted:
Our board deliberately scheduled meetings on weekday mornings to keep them as small as possible (this was discussed between them). They also have engaged in at least four (that I am aware of) private meetings with no notice or invitation to the membership.
CathyA3 (Ohio)
Posts: 6,299
Posted:
Quote:
Posted By KerryL1 on 07/02/2023 11:04 AM
... snip ...

I don't at all see it as a way to get fewer people to vote as Steve suspects.

I think it's just the opposite of getting fewer to vote - it theoretically prevents a small majority from making decisions that affect the entire community/corporation. It's supposed to promote responsible governance, not make it harder. Whether it actually does so in a community association is a different question.
ElleN (Idaho)
Posts: 4,420
Posted:
Quote:
Posted By SteveK15 on 07/05/2023 7:18 AM
Our board deliberately scheduled meetings on weekday mornings to keep them as small as possible (this was discussed between them).
No covenant nor law was broken. Learn to either leave such situations be, or run for the board to change such (perfectly lawful) policies.

Quote:
Posted By SteveK15 on 07/05/2023 7:18 AM
They also have engaged in at least four (that I am aware of) private meetings with no notice or invitation to the membership.
If your proof is legally compelling, FS 720 gives you some options. But be forewarned: I would wager that this Board is more likely than not to retaliate and make your life miserable.
KerryL1 (California)
Posts: 14,550
Posted:
Scheduling open board meetings at times many owners are unlikely to attend is a very old trick. But it's not illegal. And it might be the case that IF you have a Prop. Mgr. there contract only permits them to work for your community one "evening" a month without being pay extra.

The secret meetings about which no notice has been posted is illegal. Your best first step might be to have a few owners with you at the next open board meeting and all of you complain, citing, the correct statute(s), that you want access to all board meetings, which must be properly noted. If you try to "bring down" the rogue board, if that's what they are vs. simply ignorant (which also is very bad!) it's almost impossible to succeed alone.
KerryL1 (California)
Posts: 14,550
Posted:
Ugh, my typos are especially bad today: my "there" contract should say "their." and board meetings should be properly noticed (not noted.)
KerryL1 (California)
Posts: 14,550
Posted:
Ugh, my typos are especially bad today: my "there" contract should say "their." and board meetings should be properly noticed (not noted.)

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