Moving forward with an incomplete board

Hello all,

This is my first post here and I'm hopeful to get some good experienced advice. I am the current President of our board and have recently lost two member. Long story short, we started with 7. Lost one because that weren't technically allowed on the board. One quit with no reason, and two recently resigned due to issues they presented and were being held accountable for their actions. Right now there is myself and two others on the board. One of the other two does nothing and doesn't even come to any meetings.

Now for my question. I would like to perform general improvements to our neighborhood as it has been neglected for years and looks absolutely terrible. I wish to contract out a company to pressure wash end unit's siding due to an excessive amount of mold growing on the ends of each row in the neighborhood. There is also some general landscaping needs that have also been neglected. Can we, as a board of 2.5 members, proceed with contracting out for these despite not having a full board to vote? Our home values are rapidly depreciating and people are moving because the neighborhood is deteriorating.

Thanks in advance for the thoughts and help. I just want to make sure that we are doing everything the right way.

Casey

The BOD, via a majority vote (2 to 1 in your case), can add new members. Add them then vote on the power washing.

What does your By Laws state regarding board composition? Minimum number required?

Understand you have a non-participating board member. Been there, but I recommend you two active members continue to act as though they are a full fledged director and include them on all emails and invite them to all board meetings. Persist in asking them to attend nicely, try to work the schedule around them, ask them for personal advice to get them engaged. Remind them they are equally liable and it is in their interest to attend.

I would make your two number one priorities taking care of the key and essential requirements of the community and appointing or getting elected the additional board members required in accordance with your By Laws.

Make sure you understand your CCRs, Rules and Regs (if you have them) and Bylaws ... prior to doing anything.

Notice for a Board meeting per your Bylaws and Virginia statute, then have the (open) board meeting where you appoint a couple more to the Board. Five total is probably ideal. Appoint officers, as well. Start everyone, the Board and the community members that attend, thinking about plans you may have in mind. Schedule the next Board meeting 30 days or so, hence, before you adjourn.

While I can’t quote case law, etc, and am not an attorney, I don’t think 4 board members are needed for a quorum - this particular topic has been beaten up a lot and there are at least two sides to the argument. If you have 2 of 3, great - call to order and move out.

Communicate EVERYTHING being considered ... make sure everyone knows what everyone on the Board is doing and thinking. Do NOT meet with the other board members separately. If Virginia allows it, you might want to “status” the Board members, and even the community, as you move to improve.

Cassey

3 of 5 in a Quorum, 3 of 4 is a Quorum.

Have only skimmed this: did Casey answer the question: How many directors do the Bylaws say are required?

IF you would have read what the OP stated, they spoke with an attorney and 4 was needed for quorum!

Casey,

Without a quorum, the board cannot approve new contracts.

Suggestion, unless their is something preventing it (and I expect that you asked for volunteers), appoint spouses to the board.

Another option, if the appointees don't want to stay for the meeting, pass a motion that the President (officer position) may enter into contacts without board approval until the next general meeting. This way, the board can meet and quasi conduct business as the President would be the approving authority (based on the resolution).

That's great to hear. Good luck! Hopefully you can start making some of those need changes.