When a public board uses weighted voting, do you count members or vote weight to decide if there's a quorum?

Plain-English summary

The chair of the board of trustees for the Southwood Shared Resource Center, one of Florida's state data centers, had an unusual voting setup. After a 2009 law change, the board had eight members but eleven votes: one trustee held three votes, another held two, and the remaining six held one each. That meant just three trustees could hold a majority of the votes needed to pass something, even though three is not a majority of the eight members. The chair asked whether those weighted voting rights should factor into calculating a quorum.

Assistant Attorney General Lagran Saunders answered informally. He reviewed the statutes creating the data center system and the Center's board and found that the Legislature had not set any quorum requirement for this particular board, even though it has done so for many other state boards. With no statutory quorum rule, common parliamentary law fills the gap, and it defines a quorum as a majority of the entire membership of the body. Critically, that majority is counted by the number of members, not by the weight of votes a member happens to carry. The chair had not pointed to any adopted parliamentary rules or other authority that would change that member-based definition. Because the situation lacked clear direction, the opinion suggested the board seek legislative clarification or a declaratory judgment from a court to be sure its actions would hold up.

Currency note

This opinion was issued in 2009. Subsequent statutory amendments, court decisions, or later AG opinions may have changed the analysis. Treat this page as historical context, not current legal advice. Verify current law before relying on any specific rule, deadline, or remedy mentioned here.

Common questions

Q: Does weighted voting change how you count a quorum?
A: The opinion concluded it should not, at least for this board. A quorum under common parliamentary law is a majority of the members of the body, measured by the number of members present, not by how many votes those members can cast.

Q: What is the default quorum when a statute is silent?
A: When the Legislature has not prescribed a quorum, common parliamentary law treats a quorum as a majority of the entire membership of the board or commission, drawing on authorities like Robert's Rules of Order.

Q: Why didn't the Attorney General give a definitive answer?
A: The office handled the request informally and found no statute or other authority resolving how weighted votes interact with quorum. Rather than create a rule, it recommended legislative clarification or a declaratory court action.

Q: Could three of eight trustees pass a measure under this setup?
A: By vote weight, three trustees could hold a majority of the eleven votes. But the opinion's quorum analysis means a valid meeting still needs a majority of the members present, so vote concentration does not shrink the number of bodies needed in the room.

Background and statutory framework

Section 282.201 created Florida's state data center system to concentrate state computing in secure, reliable facilities. Each primary data center is run by a board of trustees, as defined in section 20.03, with members appointed by the customer agencies the center serves. Section 282.203, as amended by Chapter 2009-80, set the membership and the weighted-vote structure: a customer entity's share of total usage determines its votes, ranging from one vote for entities at 4 to under 15 percent up to four votes for an entity at 50 percent or more. The board acts by majority vote, with the chair breaking ties. The Southwood Shared Resource Center itself was established by section 282.205 as a primary data center within the Department of Management Services for administrative purposes.

None of those provisions imposes a quorum requirement, which is what drove the analysis. The opinion contrasted boards where the Legislature did fix a quorum and then turned to common parliamentary law, citing Robert's Rules of Order and Black's Law Dictionary for the default rule that a quorum is a majority of the entire membership. Absent any adopted rule or authority tying quorum to vote weight, the member-count definition governs.

Citations and references

Statutes:

• Section 282.201, Florida Statutes (state data center system)
• Section 282.203, Florida Statutes (primary data center board of trustees; weighted votes)
• Section 282.205, Florida Statutes (Southwood Shared Resource Center)
• Section 20.03, Florida Statutes (definition of board of trustees)
• Section 282.0041(19), Florida Statutes (definition of primary data center)
• Ch. 2009-80, Laws of Fla. (2009 amendments to the data center statutes)

Source

• Landing page: https://www.myfloridalegal.com/ag-opinions/quorum-effect-of-weighted-voting
• Original PDF: https://www.myfloridalegal.com/print/pdf/node/8209

Original opinion text

Mr. Nelson Hill

Chair, Board of Trustees

Southwood Shared Resource Center

2585 Shumard Oak Boulevard

Tallahassee, Florida 32399-0950

Dear Mr. Hill:

You have asked for assistance in determining whether the weighted voting rights of the current board of trustees of the Southwood Shared Resource Center (SSRC) affect the quorum requirements for meetings of the board.

Section 282.201, Florida Statutes, creates a state data center system comprised of all primary data centers, other nonprimary data centers, and computing facilities. The Legislature’s stated intent in creating the system was that "the most efficient and effective means of providing quality utility data processing services to state agencies requires that computing resources be concentrated in quality facilities that provide the proper security, infrastructure, and staff resources to ensure that the state’s data is maintained reliably and safely, and is recoverable in the event of a disaster."[1]

A "primary data center" is defined as "a state or nonstate agency data center that is a recipient entity for consolidation of nonprimary data centers and computing facilities. A primary data center may be authorized in law or designated by the Agency for Enterprise Information Technology (AEIT) pursuant to s. 282.201."[2] Each primary data center is headed by a board of trustees, as defined in section 20.03, Florida Statutes.[3] The board members are appointed by the agency head or chief executive officer of the representative customer entities of the primary data center and serve at the pleasure of the appointing customer entity.[4]

Subparagraph 1. of section 282.203(2)(a), Florida Statutes provides:

"For each of the first 2 fiscal years that a center is in operation, membership shall be as provided in subparagraph 3. based on projected customer entity usage rates for the fiscal operating year of the primary data center. However, at a minimum:

a. During the Southwood Shared Resource Center’s first 2 operating years, the Department of Transportation, the Department of Highway Safety and Motor Vehicles, the Department of Health, and the Department of Revenue must each have at least one trustee."[5]

After the second full year of operation, membership is to be as provided in subparagraph 3. of section 282.203(2)(a), Florida Statutes, based on the most recent estimate of customer entity usage rates for the prior year and a projection of usage rates for the first 9 months of the next fiscal year.[6] Subparagraph 3. states that "[e]ach customer entity that has a projected usage rate of 4 percent or greater during the fiscal operating year of the primary data center shall have one trustee on the board."[7]

Subparagraph 4. of the section provides:

"The total number of votes for each trustee shall be apportioned as follows:

a. Customer entities of a primary data center whose usage rate represents 4 but less than 15 percent of total usage shall have one vote.

b. Customer entities of a primary data center whose usage rate represents 15 but less than 30 percent of total usage shall have two votes.

c. Customer entities of a primary data center whose usage rate represents 30 but less than 50 percent of total usage shall have three votes.

d. A customer entity of a primary data center whose usage rate represents 50 percent or more of total usage shall have four votes.

e. A single trustee having one vote shall represent those customer entities that represent less than 4 percent of the total usage. The trustee shall be selected by a process determined by the board."[8]

The board takes action by majority vote and, in the event of a tie, the vote of the chair determines the prevailing side.[9] As originally created, usage rates of customer entities determined the number of trustees representing each customer entity on the board and each trustee had a single vote; the greater a customer entity’s usage rate was percentage-wise to the total usage rate, the greater the number of trustees representing the entity.[10]

The SSRC was created by section 282.205, Florida Statutes, as an agency within the Department of Management Services for administrative purposes.[11] The SSRC is designated as a "primary data center" and a separate budget entity not subject to the control, supervision, or direction of the department in any manner.[12] It is headed by a board of trustees as provided in section 282.203, Florida Statutes, which must comply with all requirements of that section relating to the operation of the center and with the rules of the AEIT.[13]

You state that under the new legislation the SSRC has eight members with eleven votes; one trustee has three votes, another trustee has two votes, and six other trustees each have one vote.[14] This results in three trustees having a majority of the votes need to pass on a matter by simple majority, while at the same time not constituting a majority of the number of members on the board. The question arises whether the weighted voting rights of an individual member of the board should be used to calculate a quorum.

As noted above, the transaction of business by the board of trustees is by majority vote, with a tie going the way of the executive director’s vote. There are numerous statutorily created boards or commissions where the Legislature has prescribed the quorum requirement before official business may be conducted.[15] A review of the statutory provisions creating the AEIT and the SSRC, however, does not indicate that the Legislature has imposed a quorum requirement before transacting business.

Common parliamentary law requires that a quorum be present for business to be legally transacted and, absent a provision specifying the number needed for a quorum, is considered to be a majority of the entire membership of a body.[16] You have not advised this office whether the SSRC has adopted any parliamentary rules, nor have you directed my attention to any legal authority that would alter the common law definition of a quorum being tied to the number of members of a board or commission, rather than the weight of votes that may be attributable to a member.

Due to the confusion that may arise due to the lack of clear direction in this matter, it may be advisable to seek legislative clarification or the guidance of the court through a declaratory action to ensure the integrity of the actions of the board.

Sincerely,

Lagran Saunders

Assistant Attorney General

ALS/tsrh

[1] Section 282.201(1), Fla. Stat.

[2] Section 282.0041(19), Fla. Stat., as amended by s. 6, Ch. 2009-80, Laws of Fla.

[3] Section 20.03, Fla. Stat., defines "Board of trustees," as "a board created by specific statutory enactment and appointed to function adjunctively to the department, the Governor, or the Executive Office of the Governor to administer public property or a public program."

[4] Section 282.203(2)(a), Fla. Stat., as amended by s. 9, Ch. 2009-80, Laws of Fla.

[5] As amended by s. 9, Ch. 2009-80, Laws of Fla.

[6] Section 282.203(2)(a)2., Fla. Stat., as amended by s. 9, Ch. 2009-80, Laws of Fla.

[7] As amended by s. 9, Ch. 2009-80, Laws of Fla.

[8] Id.

[9] Section 282.203(2)(d), Fla. Stat., as amended by s. 9, Ch. 2009-80, Laws of Fla.

[10] See s. 282.203(2), Fla. Stat. (2008), apportioning membership on the board of trustees: customer entities with usage rate representing 4 to 14 percent of total usage – 1 trustee; entities with usage rate representing 15 to 29 percent of total usage – 2 trustees; entities with 30 to 49 percent of total usage – 3 trustees; entities with usage rate representing 50 percent or more – 4 trustees; and 1 trustee representing customer entities representing less than 4 percent of the total usage.

[11] Section 282.205, Fla. Stat., as amended by s. 11, Ch. 2009-80, Laws of Fla.

[12] Section 282.205(1), Fla. Stat., as amended by s. 11, Ch. 2009-80, Laws of Fla.

[13] Section 282.205(2), Fla. Stat., as amended by s. 11, Ch. 2009-80, Laws of Fla.

[14] It is assumed that the executive director is included in your calculation of those members of the board with a single vote pursuant to s. 282.203(2)(a)3.f., Fla. Stat. (2008).

[15] See, e.g., s. 943.2563(3), Fla. Stat., (simple majority of members of advisory board constitutes a quorum); s. 489.107(5), Fla. Stat., (Construction Industry Licensing Board with 18 members, divided into two divisions with a quorum requirement of five members for each division); s. 593.111(d), Fla. Stat., (seven-member cotton growers association board with quorum requirement of a majority of the members of the board for all purposes); s. 298.11(3), Fla. Stat., (owners and proxy holders of district acreage who are present at a duly noticed landowners' meeting to elect board of supervisors constitute a quorum for the purpose of holding such election or any election thereafter).

[16] Robert's Rules of Order (10th Ed.), Ch. II, s. 3, p. 20, and Ch. XI, s. 40, pp. 334, 336. See also Black's Law Dictionary (8th Ed. 2004), defining "quorum" as "[t]he minimum number of members (usually a majority of all the members) who must be present for a deliberative assembly to legally transact business." But see s. 298.11(3), Fla. Stat., supra.