Understanding Quorum Requirements for Association Board of Director Meetings

Homeowners’ association business is conducted by the collective action of the association’s board of directors acting in meetings. State statutes typically provide that, unless an association’s articles of incorporation or bylaws provide otherwise, an act or decision that is done or made by a majority of the directors present at a meeting of the directors at which a “quorum” is present is the act of the association’s board. Thus, there must be a quorum of the directors present at a properly conducted meeting of the directors for the directors to transact business at the meeting. Any business that is transacted in the absence of a quorum is null and void.

A quorum of the directors is a majority of the number of directors that are authorized in an association’s bylaws. Thus, if an association’s bylaws state that the association shall have a board of directors consisting of five people, the required quorum for a meeting of the board of directors for that association would be 3 directors. If the association’s bylaws state that the association shall have a board of directors consisting of seven people, there must be four directors present at the meeting to establish a quorum of that board of directors.

A vacancy on an association’s board of directors does not affect the number of directors that are needed to establish a quorum because the determination of a quorum is based on the number of directors that are “authorized” in the bylaws, and not a majority of the directors that are actually serving on the association’s board of directors. For example, if an association’s bylaws state: