Avoiding Sisyphus: The Dilemmas of Quorum and Leadership Transition


There is an ancient Greek legend about Sisyphus. Zeus, the king of the gods, punished Sisyphus for his misdeeds by forcing him to roll a boulder up a hill, only to watch it roll back and hit him. He was condemned to repeat this for eternity.

For some, working to install a new board each year approximates the task of Sisyphus. Candidate nominations are few. Ballots pour out, but trickle back. The annual meeting comes and goes without a quorum. After the election fails, directors dutifully continue to serve. Each year, the cycle repeats.

To break this pattern, a manager must understand quorum requirements and be able to address owner apathy. Quorum is a legal matter. Know the law, then you know your options. Apathy is a leadership challenge requiring a little more creativity.

Although the Corporations Code sets quorum for a member meeting at one third of an association’s voting power, the bylaws may raise or lower the number. When a quorum is achieved, magic happens: the affirmative vote of the voting power at the meeting is an “act of the members,” which means directors are elected at the annual meeting.

In practice, many association bylaws set quorum at a majority of the total voting power. There is a simple solution – with a catch. An association can amend its bylaws to set a lower quorum. But this means holding a vote, which (you guessed it) requires a quorum. While this may be tough, the prospect of lowering quorum to zero – which is permissible for the election of directors – may energize a get-out-the-vote effort.

In the meantime, board member terms can expire. Often, those board members continue to serve. But is this legal? According to the Corporations Code, yes. Unless the bylaws or articles say otherwise, a sitting board member continues to serve until his or her term expires and a successor is elected and qualified.

In the absence of a member vote, there are two ways off the board: a declaration of vacancy or resignation. Under limited circumstances, the board may declare a seat vacant. Or a board member may resign. In either case, the vacant seat may be filled by board action without a member election.

Now for the leadership challenge: apathy. On the bylaws side, approving an amendment to lower the quorum takes work, but is not complicated. Many members must be persuaded to make a small commitment: vote to amend the bylaws.

Recruiting board members is trickier. Avoid the temptation to twist arms. Try this instead. Six months before the election, hold a meeting to explain board service. Advertise and serve quality food and drinks. Keep it short. Afterwards, board members send handwritten thank-you notes to attendees.

Then, board members meet face-to-face with promising potential candidates. They ask questions and listen. They work to identify what motivates the person’s interest in board service. It may be altruistic: a sense of duty. Or it may be self-interest: well-run communities have higher property values. Board members share personally about the benefits of board service. And they describe training and support resources, like those available through industry-association groups.

Even the best leaders have difficulty motivating people to act. But over time, building relationships and sharing information pays dividends.

Sisyphus may still be dealing with his boulder, but you are not destined to share his fate. Put the insights in this article to work, and soon you may know the satisfaction of managing associations with good board candidates and regular annual elections.

Reprinted with permission from California Association of Community Managers, Inc. (CACM) CACM Law Journal (Copyright 2017, CACM)