The term 'adjournment' is often a source of confusion because it can mean both:
1. To end a meeting; and
2. To continue a meeting to a later date.
In this e-Lawyer, we will discuss the continuance of meetings.
It is not unusual for membership meetings to be adjourned to later date and time when a quorum is not established.
The bigger question is whether membership meetings can be adjourned to a later date and time after a quorum has been established and the meeting has been opened.
While there is no Florida statutes or court decisions directly on point, this issue has been the subject of several Florida Condominium Arbitration cases, which have established the following concept:
1. Once a quorum has been established and the meeting is opened, Florida law permits the members present to take any actions that are reserved to them by law or by the governing documents, and
2. Unless the governing documents specifically prohibit such an action, a majority of the members present may adjourn an already convened meeting if they believe that it is appropriate to do so (e.g. gather more proxies).
These arbitration cases found that this right existed even if the governing documents only address the adjournment of meetings where no quorum is established.
As a note of caution, Condominium Arbitration cases are limited to condominium issues and are not binding on the Florida Courts. That being said, we find the reasoning of those cases to be sound and, accordingly, believe that both homeowner associations and condominium associations may adjourn already convened membership meetings if they believe that it is appropriate to do so.
However, before adjourning a meeting, you should carefully review your governing documents or consult your attorney to determine issues such as: (1) is there a prohibition for such adjournment and (2) are there time periods by which you must have reconvene the adjourned.
The firm of Taylor & Carls, P.A., with offices located in Maitland, Melbourne, Tampa and Daytona Beach, Florida, was founded in 1981 and has practiced in the area of community association law since that date. This edition was prepared by Elizabeth Lanham-Patrie, Esq. and Robert L. Taylor, Esq. of Taylor & Carls, P.A. The information contained in The Association e-Lawyer should not be acted upon without professional legal advice.
©2006 Taylor & Carls, P.A. All Rights Reserved.
The firm can be reached at 407-660-1040.
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