April 2022
Quorum is the minimum number of individuals that must be present at a meeting to make proceedings of that meeting valid. For a condo board meeting with five (5) directors and a quorum of three (3), per its governing documents, a minimum of three board members would have to be in attendance at a board meeting for proceedings to be valid.
Quorum can be lost when directors fail to attend board meetings or resign, or when insufficient people are willing to sit on the board. It can be lost when elected directors choose not to undertake mandatory director training. Failing to achieve quorum has repercussions and costs. Budgets and building expenditures may not be approved and important projects delayed.
When a condo board is at risk of losing quorum, it can choose to appoint any qualified person to serve as a director until the next annual general meeting without owner consultation. At the annual general meeting owners elect individuals to fill current director vacancies.
When a board loses a majority of members, remaining directors are unable to fulfill their role until quorum is re-established. The Condo Act states that the board is unable to transact any business during this time. The following process is required:
- Send to owners an Information Certificate (ICU) within five days of losing quorum (section 11.2(3) of the Condo Act).
- Hold an owners meeting to fill vacancies within 30 days of losing quorum (section 34(4) of the Condo Act). A notice of meeting must be sent out within 15 days of losing quorum with the meeting date within 15 days of sending out the notice.
- Those interested in serving as a director should inform the board in writing within five days of receiving the Information Certificate to be announced in the meeting notice.
Should remaining board members fail to call and hold a meeting as prescribed in the Condo Act, or when no directors remain to take action, owners can call and hold the meeting with costs for doing so being reimbursable.
