Board meeting quorum size

I'd been voluntarily off the board for a year, am now back on and during my absence, the old board with our HOA attorney mad some good progress on restating our Bylaws and our CC&Rs. I'll be appointed at tomorrow board meeting to be board liaison with the attorney to finalize them (we hope).

We technically have a board of 7, but one, our commercial director, never attends. So we have 6 residential directors. We also have a vacancy that we might not fill. So we have a functional board of five. Regardless of our current situation, here's an excerpt from Draft 3 of the Bylaws:

"Section 4.9. Board Quorum Requirements. A majority of the number of Directors then in office, but not less than two, shall constitute a quorum for the transaction of business at any Board meeting."

In CA, a majority of directors is a quorum. Business cannot be conducted without "making quorum." From what I've read on this site over the years, a majority of the board is a quorum. Are any of you familiar with two on any board over three members being a quorum?

I asked about the wording of the restated Bylaws draft. Anyone?

This was the question I was answering.

I will give you the opinion of a law firm in Los Angeles. If the membership voted on a Board of seven, and two decided to resign, your quorum is still based on the number the membership voted on. Your Board decides they don't like the quality of a candidate and decides not to appoint those individuals changes nothing. If the membership chose seven, then quorum is a majority of those selected by the membership, not what's left over.

Two could be a forum as long as it is a majority. For example, if four of seven directors resign, you would only have three directors "then in office." Two would be a majority and a quorum.

Even better: "... a Board of Directors consisting of not less than three (3) persons."

No end of confusion around here. And it's in the Articles of Incorporation, not the Bylaws. We do what we want. Is that really "better"? Probably not.

The site you linked, and Corporations Code 7211 referenced by the site, both state that the Bylaws saying otherwise means the Bylaws control.

If I am understanding correctly right now, six directors are in office. By my reading, and using the draft Bylaw on which KerryL1 is working with the HOA attorney, a quorum would then be four.

Are you saying you are considering either:

(A)
-- "Section 4.9. Board Quorum Requirements. A majority of the number of Directors then in office, but not less than two, shall constitute a quorum for the transaction of business at any Board meeting."

or

(B)
-- "Section 4.9. Board Quorum Requirements. A majority of the number of Directors then in office, but not less than three, shall constitute a quorum for the transaction of business at any Board meeting."

?

If so, I would go with (A).

City Councils appear to set quorum as a majority of the Councilors in office. Robert's Rules appears to agree. From wiki: According to Robert's Rules of Order Newly Revised, the "requirement for a quorum is protection against totally unrepresentative action in the name of the body by an unduly small number of persons."

I hear Kerry about the one (commercial) director who never comes to meetings. I think the solution to the latter is either to remove the commercial director slot via amending the governing documents, or raise or lower the number of board seats to either nine or five.

Either way, I think quorum should be set as a majority of the board members in office, period, for the reasons Robert's Rules gives.

Nonsense. There is a reason organizations do as Robert's Rules suggests. Said reason being given by yours truly above.

Yup, and it starts with, "Unless otherwise provided in the articles or in the bylaws, all of the following apply:"

I think you and I had this discussion before. If memory serves, you were not able to properly parse the grammar.

How do you know what her draft addresses?This group could come up with a number of hypotheticals whose discussion is worthless without having either all the Bylaws or the entire, proposed re-draft of the Bylaws.

Prepping for meetings that start soon. Thanks for replies. Have'nt read references yet.

The original and the restated Bylaws say we have a board of 7. Both say we do not have to fill vacancies, but Owners have that option.

The Commercial Owner will never give up their seat on the Board. They only own about 5% of our HOA, but would be powerless without that one seat on th board of 7 and probably would have a hard time selling their 5%.

I learned how to read at a early age and comprehension came shortly thereafter.

So in this case, the board is seven, original and draft form restated. What do you know?

NOPE