Georgia HOA annual meeting quorum and proxies: a guide for boards

Two quorums, two different numbers

A volunteer board deals with two quorums. The first is the quorum of owners at the annual meeting, needed before the members can vote on anything. The second is the quorum of the board itself, needed to conduct board business. They are set in the same section of the Property Owners’ Association Act, and they are easy to mix up.

For owners, the statute supplies a default that applies only when your instrument or bylaws are silent. Read your bylaws first. If they set a higher or lower number, that number wins.

When the quorum is measured

The default says a quorum is deemed present “throughout” the meeting if the right number of votes is present at the beginning. In plain words, if you reach quorum at the start under the default, owners leaving early do not by themselves end it. Many bylaws are stricter, so check yours before you rely on this.

Write down the time you called the meeting to order and the number of votes present. That one line in the minutes is the record you will want if anyone later questions a vote.

Proxies under the Property Owners’ Association Act

A proxy lets an owner give someone else the right to vote for their lot. Georgia’s Act allows it, and it requires it for an owner that is not a natural person, such as a company or a trust.

The Act also protects against sloppy proxies. A proxy that is undated is void, and so is one that claims it can be revoked without notice. A board that collects proxies should therefore check every form for a date before the meeting.

Lots with more than one owner

The statute has a rule for a lot owned by several people. If only one of them attends or votes by proxy, ballot or written consent, that person casts the lot’s votes. If more than one does, the lot’s vote is cast only by their unanimous agreement, unless the instrument says otherwise, and the statute presumes that agreement if one co-owner votes and the others do not object right away to the person presiding.

In practice, ask each co-owner to sign one proxy together, and have the person presiding ask whether any co-owner objects.

If your association is a Georgia nonprofit

Many Georgia associations are incorporated as nonprofit corporations, and the Property Owners’ Association Act itself expects incorporation under Title 14. For these, the Nonprofit Corporation Code adds proxy rules, and the Act’s proxy section points to it. An unincorporated association should check its bylaws and ask its attorney which rules apply.

Under § 14-3-724, a proxy can be signed on paper or electronically, it becomes effective when the secretary or the officer authorized to tabulate votes receives it, and it is revocable.

Revoking a proxy

The Nonprofit Code lists how an owner revokes a proxy. One is simply attending and voting in person. The other is delivering a written revocation, or a later proxy form, to the officer who tabulates proxy votes. Tell owners at check-in that showing up and voting cancels their proxy, and keep the later form with the earlier one.

What this page cannot tell you

The statute files we hold do not set the vote needed to elect directors or amend documents, how votes are weighted among lots, or how quorum works at a meeting held partly online. Those come from your declaration, bylaws and articles. Ask your attorney when they are silent or unclear.

What to do next

1. 1Find the owners’ quorum in your bylaws. If they are silent, note the statute’s default.
2. 2Send the meeting notice at least 21 days ahead for an annual meeting, using the notice checklist.
3. 3Send each owner a dated proxy form, and collect them with a named officer.
4. 4At check-in, record each owner or proxy holder, and mark proxies that were revoked by attending.
5. 5Call the meeting to order only after the count meets the quorum, and write down the time and number of votes present.
6. 6File the sign-in sheet and proxies with the minutes.

Frequently asked questions

What is the default quorum for a Georgia HOA annual meeting?

Unless the instrument or bylaws provide otherwise, persons entitled to cast more than one-third of the votes, present at the beginning of the meeting. Your bylaws may set a different number.

Can an owner vote by proxy?

Yes, under the Property Owners’ Association Act, and an owner that is not a natural person must. The proxy has to be dated, and it cannot purport to be revocable without notice.

How long is a proxy good for?

For an association incorporated as a Georgia nonprofit, 11 months unless the appointment form expressly provides a different period. Check your bylaws too.

Can proxies be signed electronically?

For a Georgia nonprofit, yes: the Nonprofit Code allows signing an appointment form by electronic transmission, with information showing it was authorized.

What if we never reach quorum?

Your bylaws usually say whether to adjourn and try again. The statute also lets owners holding at least 5 percent of the voting power call an annual meeting if the association has not held one by the last day of its fiscal year, unless the articles or bylaws set a different amount.