No Quorum for Regular Meeting

David - this should be in your by-laws. Under our By-Laws under Quorum it states: At all meetings of the BOD a majority of the Directors shall constitute a quorum for the transaction of business........ Hope this helps.

That's a great question. Sorry for not being specific. This community contains individual homes and thus a HOA under 720. I think the problem is I'm missing our Bylaws. I have the CC&R as originally recorded with the Clerk of the Courts.

Hi David, good for you for agreeing to serve! And yes there is a lot to learn.

First, get your Bylaws. Surely other members of your Board or your prop. mgr. have copies.

Generally speaking, a quorum is a majority of directors, who need to be physically present for the Board to conduct business. This usually applies no matter what kind of meeting of the Board it is: regular; special; emergency. It also applies to executive session.

(Depending on your state statutes and documents, directors also may be counted as present if attending by conference call during which everyone in attendance can hear them.)

As you know, meetings of the members (owners) are a different thing, and usually require a "quorum" of members, which may or may not be a majority, again, depending on what your documents say. In addition, sometimes, there may be a special meeting of members.

For a Board meeting, since you seem to have a Board of four directors, three are required to attend to make a quorum.

With a board of 4, all in attendance, 3 ( a majority) would need to vote in favor of a motion for it to pass. If only 3 directors attend, 2 (a majority) would need to vote in favor of a motion for it to pass.

As John46 points out, motions are not approved (do not pass) if there is a tie vote among directors. In your board of 4, the only possible tie would be 2-2.

So long as a quorum of directors are present, HOA business can be conducted whether any H/O's show up or not.

At a Board meeting of any kind, those homeowners who attend, but who are not directors, do NOT vote and do NOT count towards a quorum. H/O's only count towards a quorum & vote at meetings of Members (homeowners). (Unless your HOA is very unusual!!)

It's strange that you have a Board of 4 as most boards are of odd numbers to avoid tie votes. Another good reason to FIND your Bylaws, which will most likely state the number needed on your Board of Directors.

Thank you CarolR. I was able to locate a copy of the Bylaws which specified your point about the BOD Meeting. Regarding the number on the BOD the standing board has always been 5 as in addition to having a President, VP, Treasurer, and Secretary we have an board member who is appointed by the developer of this neighborhood as he owns more than 5% of the original developer lots. However, this particular developer is far in arrears as to the assessed HOA dues on his lots. Our HOA rules allow us to remove from the BOD anyone who is 90 day past due on their Lot/Home HOA assessments.

Thanks John. I get it now. I was confusing the BOD Meeting with the annual HOA Meeting with regard to what constitutes a quorum. Now that I have the Bylaws handy I'm slowly de-noobing myself. ;-)

According to standard parliamentary procedure (eg., Roberts Rules):

"...a quorum in an assembly is the number of voting members . . . who must be present in order that business can be legally transacted. The quorum refers to the number of such members present, not to the number actually voting on a particular question."

"In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null an void."

"The only action that can legally be taken in the absence of a quorum is to fix the time to which to adjourn, adjourn, recess, or take measures to obtain a quorum." In other words, in the absence of a quorum, you cannot make any motions other than these.

The default quorum is a majority (more than half). However, your bylaws may specify a different number. In the case of a board meeting (regular or special), your bylaws should specify what constitutes a quorum. Otherwise, follow your state's corporate law (assuming you are incorporated). If none is stated, the default is a majority.

It might be helpful to understand the purpose of a quorum, and parliamentary procedure in general. Parliamentary procedure was established as a set of rules to govern the conduct of business by a deliberative assembly. Parliamentary procedure attempts to obtain a fair balance at protecting the rights of the majority, the rights of the minority, and the rights of the individual. The purpose of a quorum is to protect the rights of the majority by preventing the decisions for the organization from being made by too few people.

It is not under developer control. We have an elected BOD consisting of President, VP, Sec, Trea plus a board member appointed by the developer while he maintains at least 5% ownership of undeveloped lots.