Guest Post-PVHA Quorum


8/26/20233 min read

Historically Home Owner Associations had quorum requirements for elections to the Board. If the required number of votes was not cast, then the election was invalid. One reason given is that the quorum requirement prevented a small group from determining the Board and another was to raise member interest in the election.

However today the quorum requirements are an impediment to good governance. Many HOA’s have either eliminated or modified their quorum requirement to something that is practical.

The Palos Verdes Homes Association has a quorum requirement of 50% + 1 for valid elections to the Board. If the quorum is not reached, then the incumbent directors merely continue on. The PVHA last had a quorum in 2009. So none of the current directors were ever elected, all were appointed and then continue as election and election is held without a quorum. For the PVHA the quorum requirement actually means that a very small group, the current never elected directors, determine the Board membership.

The quorum requirement is in the PVHA By-Laws. Changing the By-Laws requires a super majority vote of two thirds of the members. Since less than half the members vote in Board elections, it is totally impractical to think that a vote to modify the by-Laws can achieve a voter turnout of two-thirds.

The other avenue to lower the quorum is to ask for relief from the courts. Many California HOAs have done so. It is reasonable to assume that a quorum reduction supported by the Board would get approval by the courts.

Starting In 2016 a group, Residents for Open Board Elections or ROBE, began working trying to get the PVHA quorum requirement reduced. Lowering the quorum was opposed by the then PVHA Board (None of whom are still on the Board.) So this case was different from other cases where the Boards supported the quorum reduction. The court case was settled and as part of that settlement the quorum requirement for the 2020 election was reduced to 35% and there was an advisory vote if the quorum should be permanently reduced to 35%. However in that election the 35% was not reached, failing by just 35 votes.. The advisory vote to lower the quorum passed overwhelmingly with 69.7% favorable votes, yet the judge in the case decided against the clear will of the majority of voters and did not grant the motion to lower the quorum.

So we continue to have the 50%+1 quorum requirement. We continue to have unelected directors who stay on and also appoint the directors that fill vacancies, and they stay on. The current Board of the PVHA refuses to do anything about changing the quorum.
With the 50% quorum requirement in place, then the PVHA does not hold valid elections. There is no democracy in the Association. Members have no check to balance Board actions.

Quorum requirements are unusual in elections. There is no quorum requirement for electing members of the Palos Verdes Estates city council, or the California Assembly or the US Senate or the President of the United States. The Adams-Stirling law firm, who represents many HOA’s in Californian including the PHVA, has a page on the their website which is titled Eliminating Quorum and recommends that quorums be eliminated.

There are approaches that are less drastic than just eliminating the quorum requirement. If a quorum is not reached by the first deadline, then the election continues for another month. The quorum requirement for the next month is half the original requirement and all votes that have been cast are kept in the count. This continues with the requirement halved each time until the threshold is met.

In summary, the PVHA has a 50% plus 1 quorum requirement for the election of directors. The threshold was last reached in 2009. None of current Board was ever elected and they control the future destiny of the PVHA. Quorum requirements are outdated and undemocratic. Their elimination is recommended by the law firm representing the PVHA. A prior attempt failed despite overwhelming support of the members who voted. The PVHA should be seeking an avenue to lower or eliminate the quorum.