Quorum

Started by MarylouA • 7 replies • 1643 views

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MarylouA (Arizona)
Posts: 3

Posted:

According to our Bylaws, in order to hold a Special meeting of Directors there needs to be a written request of at least two-thirds (2/3) of the Directors. We have a five member board. Because you can't divide a person in half, would three (3) Directors make a quorum? Thanks for your help.

JohnB26 (South Carolina)
Posts: 1,001

Posted:

no

3/5 of 5 = 60%

you will need 4/5 (80%)

as per your bylaws

KerryL1 (California)
Posts: 14,550

Posted:

Very unusual bylaw it seems to me. Do your bylaws also state how many directors you must have in your HOA?

There also might be something in AZ HOA statutes that could better answer your question. Or, if you're incorporated & most HOAs are, there may very likely be something in AZ corporations codes about how many are needed to call a special meeting of the Board.

In our bylaws, the president or any two directors may call a special meeting of the board or an emergency meeting of the board. I think CA Corp. Code says the same thing. I've always thought ours are typical. But maybe not!

TimB4 (Tennessee)
Posts: 21,059

Posted:

Marylou,

A quorum is typically a majority of Directors. With a 5 member Board, that majority would be 3.

The number needed to call a special meeting of the Board is different then the number needed for a quorum. Per your posting, you need 2/3.

5 directors, divided by 3, = 1.667
1.667 times 2 = 3.333

3 would be less then 2/3. Therefore, you need to round up to 4.

CfD (Virginia)
Posts: 265

Posted:

Just guessing here, but it wouldn't surprise me if your governing documents state it that way because your developer controlled board probably only had 3 members.

MarylouA (Arizona)
Posts: 3

Posted:

You're probably correct. However, I'm looking at an easy way to explain four Directors out of five Directors would meet the two-thirds requirement to have a Special meeting.

KerryL1 (California)
Posts: 14,550

Posted:

I was guessing the same thing, CfD, whig is why I asked if th bylaws specify a number of directors. And if not, perhaps AZ statutes could trump these bylaws.

TimB4 (Tennessee)
Posts: 21,059

Posted:

Since it's normal for the President/Board to set the date of Board meetings, all that really needs to be done is, at the next board meeting, to set a date for an additional board meeting.

I do think that Cf is on to something. Our Bylaws require 2 board members to call a special meeting of the Board. Those were written when our Board only consisted of 3 (hence 2/3 requirement).

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