Q&A: No Quorum and the Same Board

Q What happens when there is no quorum at a shareholders meeting and therefore there is no election for new board members? The same board has remained in my condo for many, many years without a chance for us to vote them out. Isn't there a law against this?

—Same Old in New Brunswick

A “Elections to the board of directors of a community association typically occur at an annual meeting of the members,” says attorney Elysa D. Bergenfeld of the Lawrenceville-based office of Stark & Stark. “Most community associations provide that a minimum number of members must be present at the beginning of the meeting in order for the meeting to be called to order. The minimum number of members that must be present is a quorum. If a quorum is not reached, then the meeting cannot be called to order and the association cannot conduct any business at the meeting, including the election of directors. In such an event, the meeting is adjourned generally until the following month where the association's governing documents may require that quorum is less than it was in the first month.

“Since there must be a board of directors in place to control the affairs of the association, most governing documents, as well as the New Jersey Non Profit Corporations Act provide that a director whose term has expired at the annual meeting will continue to serve as a director until his or her successor is elected. Therefore, if a quorum is not reached at the annual meeting, any director whose term has expired should continue to serve as a director until that director's successor is elected. Such an election should be at the next meeting of the association members at which there is a quorum.

“There is generally a provision in association's governing documents which would provide for "removal of members of the board." The general wording is "at any duly held and constituted regular or special meeting of the unit owners, any one or more trustees may be removed with or without cause by vote of a majority of the unit owners present, provided that notice of the meeting expressly includes this item." Therefore, owners often can remove existing board members. However, a quorum and a proper meeting will be necessary.”

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