Q&A: Quorum Conundrum

Q. I’m curious about this, and I live in a co-op versus a condo. Is there such a law in Florida that allows us to conduct a meeting without having reached a quorum? This situation occurred recently. We need more than 50 percent of the vote and certain shareholders refuse to attend meetings. We don’t have a co-op board and cannot elect one. The old board members, still in place, have moved out of state, and we cannot hold elections. The local housing court indicated that we should vote to get a new board in place by the end of the year. Is there anything we can do legally?  

                          —AWOL in Aventura

A. “Unfortunately, we do not have the benefit of reviewing your association’s specific documents when answering your inquiry,” says attorney Michael L. Hyman, a shareholder attorney with the Miami-based law firm of Siegfried, Rivera, Hyman, Lerner, De La Torre, Mars & Sobel, P.A.

“Your inquiry reflects that the directors have moved out of state. Do they remain as shareholders? Do you have contact numbers for them? Do they desire to remain on the board? If these out of town directors choose to resign or are no longer applicable to serve on the board, then they have abandoned their position on the board and a vacancy exists. However, if a single director remains, this director can appoint new board members to operate the association.  

“With regard to the portion of your inquiry as to whether a meeting can be conducted without a quorum, Florida Statute 719.106(1)(b)(1) provides:  Quorum; voting requirements; proxies.—Unless otherwise provided in the bylaws, the percentage of voting interests  required to constitute a quorum at a meeting of the members shall be a majority  of voting interests, and decisions shall be made by owners of a majority of the  voting interests. Unless otherwise provided in this chapter, or in the articles of incorporation, bylaws, or other cooperative documents, and except as provided in subparagraph (d)1., decisions shall be made by owners of a majority  of the voting interests represented at a meeting at which a quorum is present.  


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  • I own a co-op apartment in fort Lauderdale. The by laws of the association state that 80% of the members of the association have to agree in any changes or alteration of the bylaws. At a special meeting to amend the bylaws only 50% of the members agreed to the changes. The board of directors declared the amendments passed and issued a new set of bylaws to the members. I pointed out to the board that they did not have enough votes to change the bylaws. The board is refusing to nullify the election vote . What are my options to have the amended bylaws declared invalid ?