QUESTION: Our association eliminated quorum requirements for elections as you recommended, but your website says if we have over 50 members then the affirmative vote of a majority of a quorum is what is needed to remove a board member. Does this create a conflict? -Rick S.
ANSWER: Associations should eliminate quorum for electing directors, not removing them. If recalls were done without a quorum, a handful of owners could easily remove the entire board.
Easy Recalls. Calling a special meeting is already too easy. All you need is a petition signed by5% of the membership. In a 100‑unit association, 5 members can trigger a recall election. Because apathy is a problem for most associations, it is not uncommon for only 30 members (or fewer) to cast ballots. If there is no quorum requirement for recalls and only 30 ballots are cast, it means 16 votes (out of 100 members) can recall an entire board.
If it is this easy to remove a board, it means threats of recall and actual recalls could increase significantly. Can you imagine elected directors trying to make hard decisions for the membership, such as increasing assessments to properly fund reserves, with the constant threat of recall by a minority of members who are not fiduciaries and free to act in their own best interests?
Statutory Requirements. Recall elections should require aquorum. As you noted, if an association has fewer than 50 members, removal must be approved by the affirmative vote of a majority of all members entitled to vote. If an association has 50 or more members, removal must be approved by a majority vote once a quorum is met, with the affirmative votes also constituting a majority of the required quorum. (Corp. Code § 7222(a).)
RECOMMENDATION: We routinely eliminate quorum requirements for electing directors when we restate documents. It saves associations the cost of multiple meetings to achieve quorum. Boards should consider doing the same when restating their documents. If you need assistance, feel free to contact, Davis-Stirling.
DISCLAIMER. The Davis-Stirling.com Newsletter by ADAMS | STIRLING PLC provides commentary only, not legal advice. For legal advice, you’ll need to hire legal counsel. You can hire ADAMS | STIRLING PLC; Keep in mind they are considered corporate counsel to associations only.