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RichardP13 (California)
Posts: 1,767
Posted:
Does anyone know how many Directors need to be present to reach quorum for a Board meeting.

Situation is, Bylaws state a minimum of 5 Directors with a maximum of 7. In January, 7 Directors were elected and 2 have since resigned. Board has not filled the two vacancies and not adding any time soon.

Thanks for your help.
HelenH2 (Missouri)
Posts: 18
Posted:
Our Bylaws cover the Board of Directors, stating...seven directors...not less than three...no more than nine...board elected at annual HOA....A quorum is 33% of the Directors. Vacancies in the Board of Directors shall be filled by a majority vote of the remaining members of the Board of Directors for the balance of the year. Our bylaws for our Missouri HOA will likely be different from your; however, your may want to check your California state law for "not-for-profits". Our state law for not-for-profits has minimum guidelines that may be of help, if your Bylaws don't have specifics on quorum or how to replace board members.
TammyI (California)
Posts: 68
Posted:
Google the Davis-Sterling act I read that a Director is still responsible until the position is filled, court cases listed. There are many informative free sites on this issue.
TimB4 (Tennessee)
Posts: 21,059
Posted:
A quorum = majority of the Board.

If you elected seven, then the quorum would be 4.
It doesn't matter if the seats are empty or not.
CarolR11 (Colorado)
Posts: 2,563
Posted:
Are you on the Board, Richard?

Whether or not you are, your bylaws MAY state that if the Board doesn't fill vacancies, homeowners may do it. Review your bylaws.
RichardP13 (California)
Posts: 1,767
Posted:
This was the first time we went to a seven member board, as it had always been just 5. The board increases based on the number of nomination forms received. Thhis year 11 nomination forms were received thus creating a 7 person board. Two many chiefs, not enough indians, as the saying goes.

I used to be on the Board, but my wife is now Board president.I also manage HOA's and know what quorum is, but this was a little unusual.
RogerB (Colorado)
Posts: 5,067
Posted:
RichardP, the Bylaws should provide the answer. If not, then generally a quorum requires a majority of the current members of the Board of Directors. In which case the answer is it takes 3 of the 5 to be a quorum in order to hold a Board meeting (with no proxies allowed).

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