Annual Meeting Update:
Quorum Not Reached and What It Means
The Association made two attempts to hold the 2025 Annual Meeting and Election. Unfortunately, we did not reach quorum, which requires 20% of eligible owners to participate. Without quorum, no official business can take place—including elections, amendments, or certification of votes.
This update explains what happened, what Florida law requires, and how last year’s amendment to the Articles of Incorporation impacts this process.
Why Quorum Matters
Per Florida Statute 720.306(1)(a) the Association cannot conduct the Annual Meeting without a quorum. Bellalago and Isle of Bellalago Community Association Inc quorum, defined in our governing documents is 20% of the membership. Without a quorum:
- The Annual Meeting could not be held
- No amendments were adopted
- The defect lawsuit vote could not be certified
- The two directors whose terms expired remain on the Board (FS 720.306(9))
The Amendment Adopted Last Year Limits Prior Year Flexibility
During last year’s election, the membership approved the following amendment to the
Articles of Incorporation:
“The Annual Meeting of the members shall take place every year on the second Tuesday of the month of November. Should a conflict with the date arise, the Annual Meeting shall occur in the month of November no later than the 30th day of November.”
While the intention was to ensure timely annual meetings, the wording created a limitation.
Why This Matters
Because the amendment requires that the Annual Meeting be held before November 30, the Association must successfully conduct the meeting—not just attempt it—by that deadline.
If the amendment had instead stated “called to order”, the Association could have:
- Opened the meeting in November
- Continued it into December (or even later)
- Held repeated continuations until quorum was met
But because the amendment uses the word “occur” rather than “be called to order,” the meeting must be completed before November 30.
Since quorum was not achieved, the Annual Meeting did not “occur,” and therefore the community is considered not to have met this amendment’s requirement—despite all efforts.
Why November Is Difficult for HOA Elections
Holding an Annual Meeting before November 30 presents real challenges:
- Two major holidays (Veterans Day & Thanksgiving)
- Heavy travel schedules
- Seasonal residents not yet in Florida
- Competing holiday activities
- Reduced engagement during the holiday season
Most Florida HOAs hold their Annual Meetings in January–May, when participation is significantly higher. This amendment was on the ballot.
Multiple Communication Channels Used
The Association used extensive outreach methods to encourage participation:
- Email reminders
- Website notices
- Nextdoor announcements
- Social media posts
- Community signage
- Two Meet-the-Candidates events
- In-person and electronic voting options
- On-site assistance at the recreation center
Despite this broad communication effort, quorum still was not reached.
A Widespread Issue Affecting HOAs
Quorum failure is a common challenge across Florida and the entire country:
- At CAI (Community Associations Institute) conferences, attorneys report as many as 40% of Florida HOAs fail to reach quorum in any given year.
- Many communities repeatedly “roll over” their boards for multiple years due to lack of participation.
This is a statewide—and nationwide—trend, not unique to Bellalago and Isles of Bellalago.
What Happens Next?
- The current Board remains seated for 2025–2026
- No amendments can be adopted this cycle
- The Annual Meeting cannot be reconvened until next year
- A separate membership vote on the defect lawsuit can still occur and will be scheduled after the start of the year
The Board will continue to explore ways to increase participation, to include encouraging candidates to take responsibility to campaign just as one would for any other type of election. .
In Closing
Thank you to all owners who participated, volunteered, attended meetings, or helped support the election process. A special thanks to the Election Committee, the first Election Committee ever, who documented not only steps but also recorded lessons learned. Your efforts are appreciated, and your involvement remains essential to the community future.