2 of 3 board members quit

If your governing documents say you need three persons on the board then one person can not make board decisions all by themselves.

If you truly cannot get two more people to volunteer, you should find a lawyer to help you appoint a receiver to operate your association. If you tell the homeowners how much receivership will cost, and the other downsides to the process, maybe someone will step up.

A board meeting can sometimes be conducted by electronic means. That is, one or more directors can join on speaker phone, or the meeting can be on-line (have you ever tried "Second Life"?)

You should check your governing documents and State laws to see what is allowed. In general, unless it is prohibited, meetings by electronic means are allowed.

[I've actually messed around with Second Life!! Couldn't figure out what my avatar should look like and what to do when weird looking sexy bots would walk up to me and make strange gestures.]

What happens if we get a board member that can never attend either in person or by phone or online? And if they never attend and they are completely inactive can we make decisions if the 2 attending members agree? I would think so. One of the board members here was like that anyway.

Your governing documents, especially your bylaws, should say what constitutes a quorum for a board meeting. As long as a quorum is present, the board can make motions and vote on them, and their decisions are lawful.

It would be a shame to have a completely absent board member. Everyone brings something to the process. Why would someone not be able to take a couple of hours every quarter to help with association business?

You run an article in your newsletter requesting volunteers to submit their names as candidates for the new Board. Explain that two of the current board members are stepping down and if there are not enough volunteers the Association may have to petition the court for receivership which will most likely drastically increase annual assessments.

Typically, when you indicate that money will have to come out of someones pocket you will be surprised how many volunteers step forward.

Note: I would also suspect that if there is a vacant seat that the existing board members can appoint others to fill the vacancy.

Tim

Our HOA required 9 Board members and 3 Office positions. I would be lucky to get 9 people to ATTEND a meeting, never the less be a board member...Our mode of operation for electing BOD member was based on who actually showed up to the election meeting in January. Which was our biggest meeting all year.

My last year in office I lost my Secretary, 7 BOD members, and my VP wasn't up on his dues. It finally came down to just me and the VP. Ironically, even I had moved out! My HOA turned into Rental property for me. I had moved to a NON-HOA neighborhood next door.

Our documentation didn't document on how to replace the BOD that had either moved, quit, died, or lived out of state. We couldn't just "Assign" a BOD member. We had to wait until January for elections. Which is what I did. Ultimately, the decisions come from the President. Worst case scenerio was the BOD could vote to override a President's decision. However, most people trusted me and knew I put them first.

There's no reason you can't ask an out of state owner to be a board member. You may be reduced to "Figure head" BOD members just for paperwork purposes. This means the workload would fall onto the President. If in conflict, having those other volunteer figureheads in your back pocket just may help. It's NOT the best strategy but one that might get you through until interest picks up.

There is ALWAYS a "Bigger Fish". Your job right now is to shine up the penny HOA to make someone jealous enough to participate. Once someone thinks they can do a Better job...They will come a running...

I suspect we're talking about a very small HOA here. I assume we are also talking about a standard HOA corporation in the state of California.

A few statements have been made about what is/isn't allowed in a California HOA that I feel need to be corrected/clarified.

Board decisions via e-mail. Unless otherwise provided in the articles or bylaws, it is perfectly legal for a board to make decisions via e-mail, per Corp. Code §7211(b), any action required or permitted to be taken by the board may be taken without a meeting, if all members of the board individually or collectively consent in writing to that action. The written consent must be filed with the board's minutes.

Meeting via electronic means. According to this same Corp. Code, one, or even all, board members can attend a board meeting electronically. You could have some members meeting "in the flesh," while others attend via Skype, for example, as follows (my emphasis added by underlining):

(6) Members of the board may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation (Sections 20 and 21). Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting as long as all members participating in the meeting are able to hear one another.

Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication, pursuant to this subdivision constitutes presence in person at that meeting if both of the following apply:

(A) Each member participating in the meeting can communicate with all of the other members concurrently.

(B) Each member is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation.

Required number of directors. Your articles or bylaws may specify how many directors your board is required to have, but your board's ability to conduct a meeting is only determined by whether or not a quorum of directors is present when the meeting starts Corp. Code §7211(a)8.

If a quorum in your case is three people, two votes carries a motion. This means you could theoretically convene even a regular meeting of the board with only one person there at your regular meeting place, with two other directors there on a conference call via speaker phone, just to convene the meeting. One person could hang up, leaving only two, and you could still pass motions and conduct business, but of course, both of you would have to agree on any decision.

By the way, from what I understand, this sort of meeting would satisfy the Open Meeting Act, as long as any member of the association is given the means to attend.

Do you think you could convince any of your members to serve with that level of minimal involvement?

Rob