A quorum is the minimum number of owners who have to take part in a meeting before the association can conduct official business. Think of it as the attendance requirement for a vote to count.

Here is how it works in practice. If your bylaws set quorum at 25 percent and your community has 200 homes, owners representing at least 50 of those homes have to be counted as present before the meeting can elect directors or vote on anything. Depending on your documents, owners can usually be counted in person, by proxy, and in some associations by mail or electronic ballot.

The rule exists for a good reason: it keeps a handful of people from making decisions for everyone. But it has a practical cost. When fewer owners take part than the bylaws require, the meeting can still gather, hear reports and answer questions, but it cannot conduct official business.

That happens more often than most owners realize, especially in larger communities and in associations whose documents set a high bar. So it is worth knowing what the law actually says about quorum, and what a board can do when a meeting comes up short.

Ohio law: What it says, and what it does not say

Here is the first thing that surprises people: there is no quorum requirement in Ohio law for a community association meeting.

Not in Chapter 5311, which governs condominiums. Not in Chapter 5312, which governs planned communities. The word “quorum” does not appear anywhere in Chapter 5312 at all.

Every quorum percentage your association uses came from your own declaration and bylaws. That matters, because when a meeting comes up short, boards often go looking for answers in the wrong place.

Annual meeting season runs through the fall and winter for most of the communities we manage, so here is what a board can lawfully do when not enough owners take part.

The trap in the condominium statute

Ohio’s condominium act does contain a quorum sentence, and it is the single most misread provision in this area. ORC 5311.08(A)(3):

“Unless otherwise provided in the declaration or the bylaws, all meetings of the unit owners association are open to the unit owners, and those present in person or by proxy when action is taken during a meeting of the unit owners association constitute a sufficient quorum.”

Read quickly, that sounds like Ohio condominiums never need a quorum. Whoever shows up is the quorum.

Read carefully, it is a fallback that almost never applies. The operative words are the first five. And two paragraphs later, ORC 5311.08(B)(2) requires that the bylaws provide for “the requirement, in terms of undivided interests in the common elements, of a quorum for meetings of the unit owners association.”

So a properly drafted Ohio condominium has a quorum percentage in its bylaws, that percentage controls, and subsection (A)(3) is never reached. If your bylaws set 50 percent, you need 50 percent. Citing (A)(3) at a meeting where you cannot make quorum is not a solution, unless the association’s governing documents predate the legal requirement to stipulate a quorum and are silent on it.

Ohio planned communities: The statute is silent

ORC 5312.04(C) does impose an annual meeting duty on Ohio HOAs:

“Except during a period of declarant control, the board shall call a meeting of the owners association at least once each year.”

But Chapter 5312 says nothing about quorum. It does not set a default, and unlike the condominium act, it does not even require your documents to address the subject.

So what fills the gap? Ohio’s Nonprofit Corporation Law, Chapter 1702. And it applies to essentially every Ohio HOA, because ORC 5312.03(B) requires it:

“The owners association shall be organized as a nonprofit corporation pursuant to Chapter 1702. of the Revised Code.”

Chapter 1702 supplies a default quorum at ORC 1702.22(A)(1), and it is the same idea as the condominium fallback. Unless your articles or bylaws say otherwise, the voting members present in person, by authorized communications equipment, by mail, or by proxy are the quorum.

Again: unless your documents say otherwise, and they almost always do.

Ohio has no statutory reduced quorum for a reconvened meeting

Several states cut the quorum requirement when a meeting is adjourned for lack of attendance and then reconvened. California does. Florida does. Ohio does not. There is no such provision in Chapter 5311, Chapter 5312, or Chapter 1702.

If your association can reconvene at a lower quorum, it is because your declaration or bylaws say so. If your documents are silent, the quorum at the second meeting is the same as the quorum at the first, and adjourning does not help you.

What Ohio does give you is the right to adjourn in the first place. ORC 1702.22(B):

“A majority of the voting members present at a meeting, whether or not a quorum is present, may adjourn the meeting from time to time.”

And ORC 1702.18 lets you skip re-noticing if you fix and announce the new time and place, and the remote participation procedure, at the meeting itself.

So what happens to the board?

Nothing, which surprises people.

ORC 1702.28(A):

“Unless the articles or the regulations provide for a different term, each director shall hold office until the next annual meeting of voting members and until the director’s successor is elected, or until the director’s earlier resignation, removal from office, or death.”

Read the “and until” clause. That is a statutory holdover. When an annual meeting does not reach quorum, sitting directors do not vacate. They continue serving until successors are actually elected. The association does not become leaderless, and the board does not lose authority to pay bills, approve contracts, or run the community.

That does not mean the board can simply stop trying. The association should keep working to hold a meeting that reaches quorum so owners can elect directors and conduct official business. It is also fair to recognize that in some communities, reaching quorum is difficult, and in a few it may be close to impossible under the current documents. The rest of this post covers the tools Ohio law gives a board in that situation.

Two proxy myths

“Proxies expire after eleven months.” They do not, at least not by statute. That eleven month rule is ORC 1701.48, which is Ohio’s business corporation law. Chapter 1702, which governs nonprofits including your association, has no counterpart. Ohio sets no statutory duration, revocability, or form requirement for association proxies. Whatever your documents say is what governs.

“We can always use proxies.” Be careful here. ORC 1702.20(D):

“Unless the articles or the regulations otherwise provide, no member who is a natural person shall vote or act by proxy.”

For an incorporated association whose documents are silent on proxies, the corporate default prohibits them.

Can we just do it electronically?

Partly, and the distinction matters.

Ohio law expressly authorizes electronic and telephonic board meetings, at ORC 5311.08(A)(4) for condominiums and ORC 5312.04(D) for planned communities. Those have been on the books since 2004 and 2010 respectively.

Neither chapter says anything about owners attending an association meeting remotely, or about electronic voting. That authority comes from Chapter 1702, for incorporated associations:

• ORC 1702.17(C): owners may attend by authorized communications equipment and are deemed present in person, unless your documents provide otherwise. Hybrid attendance is the default.
• ORC 1702.17(B): a fully virtual members’ meeting requires affirmative authorization in your articles or bylaws. This one is opt in, not opt out.
• ORC 1702.20(B): “Unless the articles or the regulations provide otherwise, voting at elections and votes on other matters may be conducted by mail or by the use of authorized communications equipment.”

On notice, Ohio’s 2022 amendments in Senate Bill 61 let a condominium board amend the declaration without an owner vote to permit email notice, at ORC 5311.05(E)(1)(f), and added parallel language for planned communities at ORC 5312.02(B)(8). Both require the owner’s prior written authorization first. Note that Senate Bill 61 addressed electronic notice. It did not address virtual member meetings, electronic voting, or quorum.

The catch-22, and the way out of it

If your quorum threshold is unreachable, the durable fix is to amend it. Which requires a vote. Which requires quorum.

For Ohio HOAs the default amendment threshold is 75 percent of owners under ORC 5312.05(A), and that is harder to reach than the quorum you cannot make. For condominiums, a bylaw change is not valid unless it is set out in an amendment to the declaration and that amendment is recorded.

There are two honest ways through. Amendments in Ohio can be approved in writing rather than at a meeting, and ORC 1702.25 permits action without a meeting, with the articles or bylaws able to lower the members’ threshold to any proportion not less than a majority. A written consent campaign run properly over several months will out-perform an annual meeting every time. Second, if you are going to the trouble of amending anyway, fix the quorum number and add a reduced quorum for reconvened meetings in the same amendment, since Ohio will not supply one for you.

If your community is in Northern Kentucky

Kentucky did what Ohio did not: it writes a default quorum into statute. Which Kentucky rules apply depends on what kind of community you are and when it was created, so start there.

Planned communities (HOAs). Kentucky’s Planned Community Act took effect June 29, 2023. KRS 381.792 lists what an association’s declaration or bylaws must include:

• Quorum: “A quorum for an association meeting is ten percent (10%) of the lot owners.” Once 10 percent are present in person or by proxy at the start of the meeting, quorum is deemed present for the entire meeting.
• Annual meeting: at least once a year.
• Special meetings: may be called by the president, a majority of the board, or a written request from 20 percent of owners, or a lower percentage if your documents allow it. Once owners submit that request, the secretary must convene the meeting within 30 days.
• Notice: no less than 10 nor more than 30 days before the meeting, by U.S. mail, hand delivery, or electronic delivery. The notice must state the time, the place and the agenda.
• Proxies: a proxy expires one year after the date it was signed, unless it states a shorter term.
• Voting: one vote per lot, no cumulative voting, and the documents may allow electronic voting or voting by mail. A majority of the votes cast carries, unless the documents require more.

KRS 381.793 adds rules for the board itself. Unless the bylaws require more, a board quorum is 51 percent of the directors, and board meetings are open to owners except during executive session.

The act does not invalidate provisions that were already in documents recorded before June 29, 2023. An older HOA whose bylaws set a higher quorum should not assume the 10 percent figure replaces it without talking to counsel.

Condominiums created after January 1, 2011. These fall under the Kentucky Condominium Act, and the rules look similar:

• Quorum: under KRS 381.9179(1), unless the bylaws provide otherwise, quorum is deemed present throughout a meeting if owners entitled to cast 10 percent of the votes are present in person or by proxy at the beginning. That “throughout” language means a walkout cannot break quorum once the meeting has started.
• Meetings and notice: KRS 381.9177 requires at least one meeting a year and lets owners holding 20 percent of the votes, or a lower percentage in the bylaws, call a special meeting. Notice must go out 10 to 60 days in advance, by hand delivery or U.S. mail, and must include the agenda. The statute does not provide for email notice.
• Proxies: under KRS 381.9181, a proxy must be dated, can be revoked only by actual notice to the person presiding over the meeting, and expires one year after its date unless it states a shorter term.
• Board quorum: 50 percent of the votes on the board, unless the bylaws require more.

Condominiums created before 2011. Most older Northern Kentucky condominiums fall outside those meeting, quorum and proxy rules. They are governed by the older Horizontal Property Law, which leaves administration almost entirely to the bylaws. For these communities, as in Ohio, your documents are the answer.

We wrote about the wider Ohio and Kentucky statutory split here.

The short version

Pull your bylaws before your next annual meeting and find four things: your quorum percentage, whether a reconvened meeting gets a reduced quorum, whether proxies are expressly authorized, and whether mail or electronic voting is permitted.

Have questions about quorum, proxies or your next association meeting? Contact us and we will be glad to help.