No quorum for BOD elections

Started by RickD • 1 replies • 2686 views

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RickD (Florida)
Posts: 4

Posted:

Elections were scheduled for two of the five BOD positions for three year periods for our HOA. There were not enough members and proxies to establish a quorum. What happens to those two positions. Our management company, who ran the election, stated that the two members currently holding those positions would remain on the board. Our documents state that if a BOD position becomes vacant in mid-term, the board can appoint a replacement for the remainder of that term. Are the members eligible to remain on the board without being elected or appointed, and for how long? Please provide opinions and point me to Florida statutes or documentation that supports answers.

RogerB (Colorado)
Posts: 5,067

Posted:

Rick, if a quorum is not present for a members meeting then no business can be conducted except to call another meeting. Often the bylaws will state the quorum required for that meeting are reduced to a lesser percent. Technically since no meeting occured those directors terms have not ended. Also, your bylaws may state that a director shall serve until replaced. Otherwise, Board vacancies can be filled by the remaining Directors and can conduct business with the current Directors until such openings are filled. I don't know if Florida statues address this.

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