Actions at Board Meeting

Yes, I don't have time right now to look it up but you can find it in CA Corporations Code or Civil Code.

The answer would be both yes and no.

I refer to Simplified Rules of Order

If a meeting has a quorum to begin with, but members leave the meeting, the continued presence of a quorum is presumed unless the chair or a member notices that a quorum is no longer present. If the chair notices the absence of a quorum, it is his/her duty to declare the fact, at least before taking any vote or stating the question on any new motion.

So, if the Board wants to shirk their duty, then (wink wink nudge nudge) the quorum is still present and business continues.

However, since there is no quorum, business should (repeat should not continue to be conducted.

State laws do vary, so you also need to check your applicable laws.

Thanks for finding the CA Corps. Code Statute, Tim, which I'll quote for Richard: "A meeting at which a quorum is initially present may continue to conduct business notwithstanding the withdrawal of directors provided that any action taken is approved by at least a majority of the required quorum for the meeting.

For example, 3 of 5 directors attend a meeting thereby achieving quorum. One of the directors subsequently leaves the meeting causing a loss of quorum. The remaining 2 directors may continue conducting business provided both directors approve each item of business. (Corp. Code §7211(a)8.)"

Another aspect of this is that CA permits HOA directors to attend by phone so long as other directors can hear them. Don't know if all states permit phone attendance.

We haven't found ourselves in this situation but informally have agreed that we would not take action unless the agenda item is urgent. Never been tested, though.