Board & governance
Quorum
The minimum number of directors or members who must be present (or represented by proxy) for a meeting to take valid action.
Also called: meeting quorum · voting quorum
What it means
Quorum is the threshold required to conduct official business at a meeting. For board meetings, it's typically a majority of the directors then in office. For member meetings, it's defined by the Bylaws — commonly 25%, 33%, or 50% of the eligible voting interests, often counting proxies toward the count. Without a quorum, no binding action can be taken: no votes, no contract approvals, no policy changes. Some Bylaws permit a meeting to be adjourned and reconvened with a reduced quorum (commonly half the original requirement) if the first attempt fails — a common workaround for low-participation annual meetings.
Why it matters
Quorum failures invalidate decisions. A single missed quorum can void an election, undo a budget adoption, or hand a litigant the procedural argument they need to overturn a fine.
Example
An HOA's annual meeting requires 25% quorum. Only 18% of owners attend or send proxies. The board cannot validly elect new directors or vote on the budget. If the Bylaws permit, the meeting is adjourned and reconvened a week later, where a reduced 12.5% quorum applies and the business can proceed.
This definition is general orientation, not legal advice. Specific questions about your association should be routed to your attorney or a state-statute resource.
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