Quorum Not Achieved - Election of Directors
In the absence of a quorum, any meeting of the membership may be adjourned by a vote of a majority of the votes represented either in person or proxy, however, no other business may be transacted. If a quorum is not achieved, the president calls the meeting to order, announces the absence of a quorum, and entertains a motion to adjourn the meeting to a later date with appropriate notice. A simple majority of those members present in person or by proxy is sufficient to adjourn the meeting to a later date unless the bylaws state otherwise.
The time period for adjourning a meeting is generally found in the bylaws. Common language will state “no less than 5 days and no more than 30 days”. The board establishes the date of and gives notice to the membership. As long as the ballots were not opened, they remain valid and are taken to the adjourned meeting by the Inspector of Elections. Once a quorum has been established, the ballots are opened and counted.
There is no required number of attempts to meet quorum. If it is clear to the board that the membership is not interested in participating in the election process, the board may stop soliciting ballots.
If the failure to hold an annual meeting is due to a lack of a quorum, the board or any one member can file a petition with the court to lower the quorum requirement to the number of ballots cast.
Most associations forgo the legal expense of a court petition and leave existing board members members in place.