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.
