Quorum must be reached for board to conduct business

Pevita Lena

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Ryan Poliakoff

Dear Poliakoffs,

We normally have eight people on our community board of directors. Due to vacancies the board has decreased to three people. Two of those board members have voted to employ a management company at a cost of $150,000. Do they have the authority to make this change without the full consent of the community?

Signed, J.D.

Dear J.D.,

It’s an interesting question and attorney opinions do differ a bit, but here is how I evaluate this situation. A typical set of bylaws will say something similar to the following: “a quorum at a board of directors meeting shall consist of a majority of the entire board of directors.” Now, that could arguably relate to either the total number of board members specified by the bylaws, or instead the number of currently seated board members. But, consider that the Not For Profit Corporation Act, at Section 617.0824, Fla. Stat., states that “unless the articles of incorporation or the bylaws require a different number, a quorum of a board of directors consists of a majority of the number of directors prescribed by the articles of incorporation or the bylaws.” That is, in your situation, eight. And, consider that the various community association laws provide that unless otherwise provided in the bylaws, vacancies on the board shall be filled by the vote of a majority of the remaining directors, even if those directors constitute less than a quorum (which strongly suggests that they otherwise would not be able to conduct such basic association business, otherwise that language would be irrelevant).

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