Failure to meet BOD quorum

Hi everyone,

We have a small community with 6 board members. We have 3 board
members that repeatedly miss meetings. We haven't had quorum for
a BOD meeting for three months. The docs state that missing three
consecutive meetings is considered a 'vacancy'.

How do we declare these positions vacant and appoint new members
if we can't get a quorum for the BOD? We have outstanding business
that we can't vote on because we cannot obtain quorum. I don't see
how we can ever get out of this cycle. We are required to maintain
a minimum of 3 board members. Which, we will still have after these
positions are vacated.

The other active board members suggested to write a letter to the
inactive board members stating be at this location on this date/time
or your position is considered vacation. My issue with that is that
they will show up for that meeting and start the clock over again.
We have one member that has only been to 3 meetings in a year!!!

Any suggestions???

I agree with Mike based on exactly what you posted. These Board members would be terminated by the By-laws and there are now 3 Board members. I would have a Board meeting to document this action and send a copy of the minutes to those three which were terminated based on the By-laws.

This is just a tangent of the responses above - but I hope that the board during the "failed quorum" meetings (three), that you opened the meeting for recording that there was a failure to reach quorum and closed with records to the Secretary (or someone if the Secretar was one of the no shows). Having this protect the board from any "protests" that the missing folks could argue.

... I never understand why folks "volunteer" for positions, and then balk at doing the work - leave the space open for someone who is willing to put the work in....