Understanding Quorums: When is a meeting of the board subject to Florida’s notice and openness requirements?
In today’s post we are discussing quorums – a funny word for a simple, albeit very important concept in Condominium Law.
Understanding what constitutes a quorum will help you determine whether or not notice must be posted, whether members must be allowed to attend, and what topics can be discussed whenever members of an Association’s board meet to discuss Association business.
While most board members are familiar with the practical working of board meetings, a surprising number of those serving their Associations do not know the technical definition of a quorum. This post will explain the default definition of a quorum, discuss potential Association-specific requirements, and discuss why it is important to understand when you are having a board meeting and when you are not.
What is a board meeting?
Pursuant to Florida Law, a meeting of the board takes place whenever there is (1) a gathering of a quorum of directors who are (2) meeting for the purpose of conducting association business.
While this seems pretty straightforward, understanding this definition in practice is vitally important, because meetings of the board which meet these criteria must be noticed and open to all owners, with a few exceptions (stay tuned for our next post on Executive Sessions).
What is a quorum?
The first part of the technical definition of a board meeting is that there must be a “quorum” present. A quorum is defined as some minimum number, or percentage, of the total board of directors that must be present in order for a board meeting to occur. However, that doesn’t really answer our question, as it merely restates the definition of a board meeting in terms of the quorum requirement. To better understand what constitutes a quorum in practice, we need to look outside the Condominium Act.
Chapter 617’s default definition of a quorum.
Chapter 617 of the Florida Statutes governs not-for-profit corporations, which by extension applies to Condominiums and HOAs. Specifically, section 617.0824 defines a quorum as a majority of the total number of directors on the board of directors, unless the Bylaws of the Association state otherwise.
Always check your Governing Documents!
While Chapter 617’s default definition is commonly applied in the Condominium setting, it is very important to check your governing documents before assuming that this is the case for your specific Association. While not all Bylaws mention quorum requirements, your Association’s Bylaws may define a quorum as something either greater or less than a pure majority. If the Bylaws contain such a definition, what is in the Bylaws controls. However, if your Bylaws are silent on this issue (as many are), then the default definition applies, and a pure majority of directors constitutes a quorum. For example, for an Association with a five-member board of directors, any time three of more of those members meet to discuss Association business, a quorum has been attained, meaning that meeting constitutes a board meeting, and is in turn subject to the requisite notice and openness requirements. Rarely, and almost always when there’s a larger board (e.g. 7+), the Bylaws will specify that a lower number than a pure majority constitutes a quorum.
What is being discussed?
The second part of what legally constitutes a board meeting is that the purpose of the gathering of directors must be to discuss Association business! Without this subject matter requirement, the total number of directors meeting is irrelevant. Thus, if a quorum of directors happens to be at a social event, or gets together to play cards, and do not discuss association business, that does not constitute a board meeting. Obviously, these types of gatherings do not need to be noticed or open to owners. Conversely, if less than a quorum of directors wants to get together to discuss issues related to Association business, they are free to do so without abiding by the legal requirements for holding a board meeting.
In conclusion, any time a quorum of directors gathers AND meets for the purpose of discussing Association business, that constitutes a meeting of the board, which needs to be timely noticed and open to the owners. Generally, notice of these meetings must be posted at least 48 hours in advance – but, as always, check the specific notice requirements contained in your Association’s governing documents to be sure.