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MarieL (Illinois)
Posts: 82
Posted:
For the past several years we have not been able o get the 9 volunteers required to serve on the board and have only had 6 or 7 members and about 5 of them attend the meetings. Can we hold legal boaed meetings with this reduced board? Also the annual meetings is also onlt attended by about 30% of the membership, including board meetings. Are these annual meetings legal or should they be cancelled and anther meeting date set?.
MelissaP1 (Alabama)
Posts: 13,836
Posted:
We just re-wrote our documents and reduced the number of required board members. It was among other changes but it's dictated on how to do it in your documents. We couldn't get 9 if we paid them. So we reduced down to like 5. You may also word it so that if you ever get more than that interested that there is a max number of 9. That may or may not include officer positions or whatever other positions one may assign in their HOA organization.

Former HOA President
CarolR11 (Colorado)
Posts: 2,563
Posted:
Nine is a very large number, MarieL. What size is your HOA??? Do your documents, probably your bylaws say that you MUST have nine?

If a quorum is a majority (usually) then five in attendance is all that's required to conduct Board business.

Your annual meetings of members: May h'owners vote by mail, i.e., with absentee ballots? By proxy? If so, it probably doesn't matter how many attend your annual meeting. What matters is the % of votes that's required by your documents (or IL state law) to reach quorum. Our bylaws, for instance, only require that 25% (quorum) of owners vote for directors or other memeber-ballot topics.

As Melissa points out, your HOA can revise its governing documents to lower various numbers, but why not tell us first what your governing documents DO require? Restating or revising your bylaws probably) might require a huge % of votes, perhaps attorney expenses, and maybe quite a lot of begging for votes.
LarryB13 (Arizona)
Posts: 4,099
Posted:
Quote:
Posted By MarieL on 03/11/2014 6:49 AM
For the past several years we have not been able o get the 9 volunteers required to serve on the board and have only had 6 or 7 members and about 5 of them attend the meetings. Can we hold legal boaed meetings with this reduced board? Also the annual meetings is also onlt attended by about 30% of the membership, including board meetings. Are these annual meetings legal or should they be cancelled and anther meeting date set?.

Marie,

It sounds like it is time to start amending some of your association's documents.

A nine-member board is totally unnecessary. (I know that from personal experience.) You most likely have two or three active board members, a couple more who speak up once in a great while, and four more who bring absolutely nothing to the table if they bother to show up. A board should have three to five members.

The answer to your question about whether it is legal to meet with only 5 board members will likely be found in your state corporation laws. In most places, five out of nine would constitute a quorum and the meeting would be legal.

A thirty-percent turnout for annual meetings is actually quite good. Again, look at your state corporate laws to see if there any quorum requirements. In my state bylaws may set a quorum as low as 10%.

TimB4 (Tennessee)
Posts: 21,059
Posted:
Marie,

For the Board meetings, do your governing documents give a range of Directors (example 5-9) or a specific number?

For Board meetings or General Membership meetings, you need to meet quorum requirements in order for business to be conducted.

For Board meetings the quorum amount is normally set by your Corporate Statutes (applicable if your Association is incorporated). Sometimes it is in your Bylaws (but I've typically only found them in the Statutes). Typically a quorum is 1/2 of the Board. Therefore, if you have a 9 member Board (doesn't matter if all the seats are filled) you need 5 to attend a meeting in order to conduct business. However, if your governing documents give a range, then it would be 1/2 of the number of actual directors sitting on the Board.

For General membership meetings, the quorum is normally established by your Governing documents. Check your CC&Rs and your Bylaws. If they are silent, then check the applicable HOA laws and/or corporate laws.

Hope this helps,

Tim
CarolR11 (Colorado)
Posts: 2,563
Posted:
Say, MarieL, I gave you the quorum requirements in Calif:

"Unless the bylaws state otherwise, a majority of directors is a quorum. (Corp. Code ยง7211(a)7.) A vacancy on the board does not change the number of directors needed to make a quorum--the board needs a majority of the number authorized in the bylaws, not a majority of actual directors. For example, if the bylaws call for a board of 5 directors, the quorum is 3. If 2 directors resign, the quorum requirement for the 3 remaining directors is still 3. If 3 out of 5 directors resign, the 2 remaining directors cannot conduct business because they do not constitute a quorum."

Read more: Quorum - board meetings http://www.davis-stirling.com/Quorumofboard/tabid/655/Default.aspx#ixzz2vhJaZtNM
from Davis-Stirling.com by Adams Kessler PLC.

Your own bylaws, MarieL, or IL corporations code might say something different.
TimB4 (Tennessee)
Posts: 21,059
Posted:
Per Sec. 108.15 of IL Corporate Code, applicable if your Association is incorporated as a nonprofit (most are):

Sec. 108.15. Quorum of directors. (a) Unless otherwise provided in the articles of incorporation or the bylaws, a majority of the directors then in office shall constitute a quorum; provided, that in no event shall a quorum consist of less than one-third of the directors then in office.

TimB4 (Tennessee)
Posts: 21,059
Posted:
Regarding General Membership meetings:

per Sec. 107.60 of IL Nonprofit Corp Act, applicable if your Association is incorporated as a nonprofit (most are):

Sec. 107.60. Quorum of members entitled to vote. Unless otherwise provided by the articles of incorporation or the bylaws, members holding one-tenth of the votes entitled to be cast on a matter, represented in person or by proxy, shall constitute a quorum for consideration of such matter at a meeting of members. If a quorum is present, the affirmative vote of a majority of the votes present and voted, either in person or by proxy, shall be the act of the members, unless the vote of a greater number or voting by classes is required by this Act, the articles of incorporation or the bylaws. The articles of incorporation or bylaws may require any number or percent greater or smaller than one-tenth up to and including a requirement of unanimity to constitute a quorum.

Per 765 ILCS 160/1-40 of the Common Interest Community Association Act

(b) Meetings. (1) Twenty percent of the membership shall constitute a quorum, unless the community instruments indicate a lesser amount.

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