News, Questions & Answers

What to do when there’s not enough Directors to constitute the quorum of the Board.

Q: Our election is next week and only 1 owner volunteered to serve on the Board and we need at least 3 for a quorum.  What do we do?

T.R., Naples

A: If the Association does not have enough Directors to constitute a quorum of the Board, the Association can’t function because the Board can’t act.  Assuming there are absolutely no other volunteers, any member of the community can file a lawsuit to have the court appoint a receiver to effectively run the corporation.

This process is very expensive.  As a result, my clients generally find volunteers once the membership is confronted with the potential cost of the receiver.  If you need 3 for a quorum, the solo Director should appoint 2 volunteers to establish a quorum, and then those 3 should try to appoint 2 more volunteers to fill out the Board, although you would only technically need 3 of 5 Directors to conduct business with a quorum.

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