How many directors is a quorum? + accepting resignations

Our board normally has 5 directors. A director resigned in June. The board accepted the resignation at the July meeting but didn't discuss anything about a replacement. The board requested applicants for director in August. Another director resigned in August. An agenda item for the September board meeting said acceptance of the August resignation. One director went to the hospital shortly before the September meeting. So only two directors showed up. The two directors went ahead and had a meeting and appointed two directors. Was 2 a quorum of directors? Was the total number of existing directors 3 or 4 before the meeting? I thought that voting to accept resignations was just a silly formality because directors aren't going to stay if their resignations are rejected.

Possibly useful Bylaws and state law:
VACANCIES
Vacancies on the Board of Directors caused by any reason other than the removal of a Director by a vote of the Association shall be filled by vote of a majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected upon expiration of the term for which such person was elected by the other Directors to serve.

BOARD OF DIRECTORS' QUORUM
At all meetings of the Board of Directors, a majority of the existing Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present (shall adjourn the meeting from time to time). At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.

Oregon ORS 100.420 Board meetings;
(6) As used in this section, “meeting” means a convening of a quorum of members of the board of directors at which association business is discussed

I read your materials the same way as Tim does, Eric.

Whether or not the resignations were "accepted" should not matter in your case.

One thing to remember is that Associations are normally incorporated. As a Corporation, Association are subject to the applicable corporate laws. Corporate laws typically deal with procedural issues. Therefore, when a procedural issue is in question, it's good to review the applicable Corporate laws in addition to your governing documents and HOA/COA laws.

I have a different read on this.

You are suppose to be a Board of five, two resigned and not replaced. You had a meeting in September in which one Board meeting didn't attend. You still need a quorum which you didn't have. IF, the person that didn't show up in September had resigned, then the remaining two can only appointing enough members to conduct business. As you still had three Board members, a meeting CANNOT be conducted with only two.

Sorry

The fact remains you are required to have a Board of five and quorum would be a majority of the five. Until the remaining directors are replaced, to conduct business you are required to have three present. With those three present, business can be conducted with decisions made by a majority of those present.

But the quoted rules state: "At all meetings of the Board of Directors, a majority of the existing Directors shall constitute a quorum"

A majority of the existing directors. 5 positions, 2 resign, there then exists 3 directors. A majority of those would be 2.

HOWEVER....
The cited rules on filling vacant positions says that the majority of remaining directors might NOT be a quorum. That's in direct conflict with the cited "quorum" rule

It is therefore up to the board to determine the intent of the rules. Do the rules intend that a quorum is properly a majority of the 5 positions, so 3 people? Or does it mean that if 2 resign, a majority is 2 of the remaining 3.

Reading through for "quorum" in other areas might give a clue, but it's my non-expert, non-legal opinion that if 2 directors resign, the "mini-quorum" of 2 out of 3 should conduct no business other than appointing directors to fill the vacancies.

That's what I was thinking. Even if the 3rd director in the hospital had opposed the other two, same outcome anyway. But the answer is good to know if this happens again like it happened before.


Nope.

I misread the OP. A majority of the EXISTING Directors is IMO very poorly written, but it is what it is.