Q&A: Having a Legal Quorum?

Q I live in a 55+ co-op community in Florida, where we have recently run into a problem for which we have gotten nothing but conflicting opinions. 1) Our bylaws state that our board should consist of seven directors, but recently several directors resigned because of political issues. We now have FOUR directors. 2) Our bylaws state that "A majority of the whole membership of the Board of Directors shall constitute a quorum for the transaction of any and all business, but if at any meeting of the board there shall be less than a quorum present, the majority of those present may adjourn the meeting."

Therefore: In order to hold a board meeting, do we need a majority of FOUR or a majority of SEVEN? If four board members are present at a meeting of the board, how many "yes" votes are needed to pass a motion? There's nothing else on this subject in either our documents or the Florida statutes.

—Confused in Clearwater

A “If three board members have resigned, then, until such vacancies are filled, the board would be made up of only the remaining four members,” says Attorney Ben Solomon, a partner with Miami-based Association Law Group, PL.

“Therefore, a majority for quorum purposes would require three members (out of the four) to be present and any issue being voted on by such board would also require three out of four to agree in order to achieve a majority decision. Where the confusion may be coming in is in regards to the provision in the by-laws that states that if there is not a quorum, the majority of those (minority members) present can vote to adjourn (which is somewhat of a moot point, since the meeting presumably may not continue without such quorum anyway); however, the same is a limited instance of such minority being able to vote to adjourn simply as a formality and is not, in my view, an indicator that such minority can vote on any other issues without a majority present as required by the bylaws.

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