Board operating without quorum.

Organize an election. Organize a recall. Petition the court for an injunction and/or a receiver.

Without a quorum the board cannot legally do business.

Pat,

Some comments on recalls.

1) You are not getting a petition for a recall.

You are getting a petition to hold a special membership meeting for the purpose of a recall (yes, they are different).

Even though you are not in CA, Davis-stirling has an excellent example of how such a petition should look (just modify to reference your statutes and governing documents: http://www.davis-stirling.com/tabid/1866/Default.aspx#axzz3j5RWVty3

2) Get more than enough signatures.

This will ensure that you will still have the amount needed to call a meeting if the Board disqualifies a few of the signatures. Additionally, if there is a clear majority who have signed onto the petition, the Board may simply step down.

Below is the link to an article about recalling or removing Board members in North Carolina, covering both the Condominium and Planned Unit Acts. Item # 34

http://communityassociations.net/wp-content/uploads/2013/02/CCAL-Project-NC-revised.pdf

Yes they can call the meeting.

In reviewing NC Nonprofit corporation act, it appears to have similar language.
The members first petition to call a meeting of the members for the purpose of recalling the Director/Board, At that meeting the recall vote is taken.

Per the North Carolina Nonprofit Corporation Act:

§ 55A-7-02. Special meeting. (a) A corporation with members shall hold a special meeting of members:

(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or

(2) Within 30 days after the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(d) Only those matters that are within the purpose or purposes described in the meeting notice required by G.S. 55A-7-05 may be acted upon at a special meeting of members.

§ 55A-8-08. Removal of directors elected by members or directors.

(e) A director elected by members may be removed by the members only at a meeting called for the purpose of removing the director and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

John as always you make some important points.

There is a specific process in presenting a petition for a special meeting. There are requirements as to what the petition calls for and what the actual purpose of the meeting will be.

There are guidelines to how any special election will be handled. In our case the current board would be responsible to organize and hold the election.
The board can fight this process every step of the way if they choose to do so with the HOA funded lawyer.
If the Op decides to go this route they best have legal counsel. $$$$$$'
They better have determined whether they have enough support for the petition and even more support for the vote.
This is NOT we get a few signatures, we present them, the board resigns, we take over.
Far more complicated than that.
Regular elections, as John suggests would be an easier trip.

Tim,

Based on the last couple of comments, you question why I would be cynical?

The recall process depends on which state you're in. In Florida, for instance, the law says, "Board directors may be recalled by an agreement in writing or by written ballot without a membership meeting," and that applies, "Regardless of any provision to the contrary contained in the governing documents".

That's exactly the sort of issue a court would be needed to decide if the two current board members don't simply pack up.

The fact two serving board members decided their best course of action was to leave seems to have allowed the sort of issues that now plague your property.

My suggestion you best understand the recall process and make sure you cross the Ts and dot all the Is.

If the other owners choose to sit this one out you have an uphill battle coming.

PatJ2 N Carolina : " Our board is down to 2 Directors of 5. They are not interested in appointing anyone. They continue to hold board meetings and vote on motions. What can be done to stop them ?"

The good digging above has taken you to big part of the answer.

But respectfully you need to read & understand your community's site specific documents. You may need professional help if you want to "stop" the remaining 2 Directors, IF at all they should be stopped.

Might consider also :

1- IF - IF - you genuinely are subject to "Chapter 55A: North Carolina Nonprofit Corporation Act", note that ch 55A-8-24 (Board)"Quorum and Voting" appears to legalize what the two remainers have been doing unless prohibited by one of 3 ways including site-specific bylaws.

It appears to legitimize a bizarre "floating quorum" unless prohibited in one of 3 other ways :

§ 55A-8-24. Quorum and voting.

(a) Except as otherwise provided in: (i) this Chapter, (ii) the articles of incorporation, or (iii) the bylaws, a quorum of a board of directors consists of a majority of the directors in office immediately before a meeting begins. In no event may the articles of incorporation or bylaws authorize a quorum of fewer than one-third of the number of directors in office.

(b) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless: (i) this Chapter, (ii) the articles of incorporation, or (iii) the bylaws require the vote of a greater number of directors. . . .

2 Can Requisistioners ( folks seeking to call a their own grassroots meeting ) legally call a (special) members Meeting to unseat Directors or merely to elect enough replacements to outvote the 2 remainers ?

Check your bylaws and specific Articles of Incorporation again. § 55A-7-02. Special meeting literally by itself does not empower that specifically. Maybe your bylaws do.

3 - If you can legally call your own Requisition-type members meeting, follow absolutely unassailable proven numbers & required procedurals.

Further have eligible replacement Directors ready to go.

Think carefully about whether you should unseat the 2 remainers if you are able to place 3 more on the Board. Is it worth the humiliation effect of unseating the 2 if you will add a majority ?

2 months ago I watched a NFP Requisition meeting fill enough empty Director seats to regain majority, but then go much further to vote to unseat the remainers.

I abstained as to unseatings.

The unseated remainer Directors next responded by denying the procedurals, have defied the Requisition outcome totally, are calling their own members meeting, and are introducing draconian punishment including vote-stripping and member expulsion powers.

A defier-called meeting will select its Chair, have the membership rolls to dispute eligibility, and have legal counsel paid out of the assets.

A similar vote stripping bylaw in a similar struggle 15 years ago within our jurisdiction, was foolishly passed and immediately used to strip 1000 members of votes, leaving only a dozen voters. On a technicality such was struck down by the courts . . . .

Is this in your comfort & skillset zones ?

You're right Tim and Jon, it's just a paycheck, nothing more.