Quorum – Board Meetings

What is the quorum for a Board meeting? Unfortunately, Section 32 (2) of the Condominium Act, 1998 (the “Act”) is not all that clear.

A quorum is the minimum required attendance (at a meeting or other assembly) for the transaction of business. In the case of a condominium Board meeting, as long as there is a quorum in attendance, decisions can then be taken based upon a majority of the votes cast by the attending directors. As far as concerns the required quorum, Section 32 (2) of the Act states as follows:

A quorum for the transaction of business is a majority of the members of the board.

So for example, if there are five members of the Board, a quorum is three.

But what if there are two vacancies on a “five-member Board”, leaving only three members on the Board? Does the quorum then become two (ie. a majority of the remaining members of the board)?

In my view, the answer is “no”. I say this because Section 34 of the Act states that the Board cannot transact new business unless a quorum remains in office. This tells us that a quorum isn’t a majority of the remaining directors, but rather is a majority of a full board.