Q Is there a law allowing us to conduct a meeting without a quorum reached. We  need more than 50 percent of the vote and certain shareholders refuse to attend  meetings. We don’t have a co-op board and cannot elect one. The old board members, still in  place, have moved out of state, and we cannot hold elections. Housing court  ruled that we were to get a new board in place by the beginning of the year.  What should/can we do legally?  

 —Quorum Conundrum

A “Unfortunately, we do not have the benefit of reviewing your association’s specific documents when answering your inquiry,” says attorney Michael Hyman from the Miami-based firm Hyman Spector & Mars, LLP. “Your inquiry reflects that the directors have moved out of state. Do they remain  as shareholders? Do you have contact numbers for them? Do they desire to remain  on the board? If these out of town directors choose to resign or are no longer  applicable to serve on the board, then they have abandoned their position on  the board and a vacancy exists. However, if a single director remains, this  director can appoint new board members to operate the association.  

 “With regard to the portion of your inquiry as to whether a meeting can be  conducted without a quorum, Florida Statute 719.106(1)(b)(1) provides:  

 Quorum; voting requirements; proxies.—Unless otherwise provided in the bylaws, the percentage of voting interests  required to constitute a quorum at a meeting of the members shall be a majority  of voting interests, and decisions shall be made by owners of a majority of the  voting interests. Unless otherwise provided in this chapter, or in the articles  of incorporation, bylaws, or other cooperative documents, and except as  provided in subparagraph (d)1., decisions shall be made by owners of a majority  of the voting interests represented at a meeting at which a quorum is present.  

 “Florida Statute 719.106(1)(b)(2) further provides, inter alia, that: “Limited proxies and general proxies may be used to establish a quorum. Limited  proxies shall be used for votes taken to waive or reduce reserves in accordance  with subparagraph (j)(2)., for votes taken to waive the financial reporting  requirements of s. 719.104(4)(b), for votes taken to amend the articles of  incorporation or bylaws pursuant to this section…Except as provided in paragraph (d), after January 1, 1992, no proxy, limited or  general, shall be used in the election of board members.  

 “Additionally, Florida Statute 719.106(d)(2) provides: “Any approval by unit owners called for by this chapter, or the applicable  cooperative documents, must be made at a duly noticed meeting of unit owners  and is subject to this chapter of the applicable cooperative documents relating  to unit owner decision making, except that unit owners may take action by  written agreement, without meetings, on matters for which action by written  agreement without meetings is expressly allowed by the applicable cooperative  documents or law which provides for unit owner action  

 “Therefore, for certain cooperative issues other than elections of the Board of  Directors shareholders may attend in proxy or a decision may be permitted by  written agreement.  

 “With regard to the issue involving your Board of Directors, Florida Statute  719.106(1)(d)(6) addresses vacancies on the board and provides:  

 “Unless otherwise provided in the bylaws, a vacancy occurring on the board before  the expiration of a term may be filled by the affirmative vote of the majority  of the remaining directors, even if the remaining directors constitute less  than a quorum, or by the sole remaining director. In the alternative, a board  may hold an election to fill the vacancy, in which case the election procedures  must confirm to the requirements of subparagraph 1. Unless the association has  opted out of the statutory election process, in which case the bylaws of the  association control.  

 “Once a new board is in place, the board may make an effort to amend the  association’s governing documents to lower the quorum required for an election, so that a  quorum can be reached and the association does not continue to find itself in  the current dilemma.”