quorum requirements

hello.

the board of my condominiums is clearly defined in our documents at having 9 seats.

currently only 5 seats are occupied.

Our documents and state law clearly state that board decisions are made at duly called meetings with a quorum of the board present.

I questioned the validity of a board meeting that was called without notifying me. Thus, only 4 board members attended.

Our lawyer is stating that a quorum was met... i.e. 3 our of 5 would have been a quorum.
I believe he is incorrect.

3 of 5 would be a majority, which would be required for decisions of the board.

the quorum requirements don't get smaller just because the board has refused to fill vacant seats right?

this is very very important, please if anyone can confirm that quorum requirements are based on the number of board seats.

If your documents state there shall be 9 directors, then a quorum would be 5. So, if 4 resigned, to conduct business legally, all 5 of the remaining directors MUST must be present.

Yes, John77 is correct per Calif. Corporations Code 7211 (a) "(7) A majority of the number of directors authorized in or pursuant to the articles or bylaws constitutes a quorum of the board for the transaction of business."

Imagine it's the same elsewhere. Check your corporations codes in TX, Laska, or your own Bylaws.

In Calif. and in our Bylaws, there are notice requirements, whereby we directors all must be notified of a board meeting. Check yours to see if it's the same in your association and in Texas.

so if a meeting occurred with only 4 board members. ,, do i need to get a lawyer to invalidate all the actions

Was the "secret" meeting an executive session? If so, didn't it violate TX statutes?

Oh, wait, is TX an open meeting state?

LaskaS quoted her condo's Bylaws at https://www.hoatalk.com/Search/ForumSearch/tabid/87/forumid/1/postid/289011/view/topic/Default.aspx as follows:
===
12. Board of Managers Quorum

AT ALL MEETINGS OF THE BOARD OF MANAGERS, A MAJORITY OF THE MANAGERS SHALL CONSTITUTE A QUORUM FOR THE TRANSACTION OF BUSINESS, AND THE

ACTS OF THE MAJORITY OF THE MANAGERS PRESENT AT THE MEETING AT WHICH A QUORUM IS PRESENT SHALL BE THE ACTS OF THE BOARD OF MANAGERS.

IF, AT ANY MEETING OF THE BOARD OF MANAGERS, THERE BE LESS THAN A QUORUM PRESENT, THE MAJORITY OF THOSE PRESENT MAY ADJOURN THE MEETING FROM

TIME TO TIME. AT ANY SUCH ADJOURNED MEETING, ANY BUSINESS WHICH MIGHT HAVE BEEN TRANSACTED AT THE MEETING AS ORIGINALLY CALLED MAY BE

TRANSACTED WITHOUT FURTHER NOTICE.
===

LaskaS's condo's attorney apparently interprets "A MAJORITY OF THE MANAGERS" to mean "a majority of the managers currently in office."

LaskaS has indicated that the Board is required to fill vacant seats.

If the Board refuses to fill vacant seats, what does "A MAJORITY OF THE MANAGERS" mean? I will side with the condo's attorney on this one: With five directors (managers) in office, a quorum is three.

The bigger problem may be that you were not given notice of the meeting.

Based on past in-depth discussions: Either hire an attorney or move.

**CORRECTED**

The document says the association shall be managed by a board of 9. The association votes for a board of nine. Quorum is based on the number outlined in the documents and the number members voted on. Either the association needs to lower the number of directors, or the board needs to ALL show up.

From the Bylaws: "... A MAJORITY OF THE MANAGERS SHALL CONSTITUTE A QUORUM... "

The Bylaw does not say "a majority of all manager seats, whether vacant or filled"

Maybe the law does require the board to fill all seats and have nine at all times. But this board is not doing this.

Sometimes maybe there won't be more than five willing to serve.

I say "THE MANAGERS" in the Bylaw means the managers currently serving, which is five.

No, it's for pretend, Boo-Boo.

Of course it's for real.

The only question is whether LaskaS's condo's attorney's position would hold up in court. I say it would.

Suppose the Bylaws require nine directors, but only three people step up and are willing to serve. No way would a court say that the Board cannot do business and--tah-dah!--then appoint a receiver.

This is always an interesting topic.

Since I am not an attorney - IMO, if your bylaws specify a board of nine, but you only have five - it is what it is - a board of five.

A quorum of the board would be three - so, a meeting could occur - frankly, must occur because business must be conducted - decisions sometimes simply must be made.

Now, in the real world, most business can be put off a bit to meet the schedule of the board members - unless there is politics at play - a different story, then.

But, back to the five board members - let's suppose one doesn't "get the word" and doesn't show for the meeting. It was hard to get everyone together due to schedule issues. Is the board, now meeting with a quorum of the board, supposed to not conduct business?

I think, if everything is transparent, and there are not politics that affect the outcome - that someone judging to reviewing this is some formal manner, perhaps mediation, would likely roll with the outcome from the board, while offering the board should have tried harder to get all the board members to attend.

So I have to assume then that you have an opinion from an HOA attorney or corporate attorney that backs up that statement. I do have such a document that states quorum is based on the number listed in your governing documents. Just like owners having to place thier garbage cans out of view, the board has the same obligation to follow their governing documents and not skirt the law.

John,

No, don't have an opinion from an attorney - wouldn't it relate to who is paying the attorney?

And, there are a lot of attorneys with a lot of opinions.

That's the reason the courts are busy :-)

Kinda tongue in cheek, but remember, the attorney is paid by someone - their job is to help guide, but then to support those paying them.

This is Corporation Code for California, along with their opinion

Unless the articles of incorporation or bylaws state otherwise, "a majority of the number of directors authorized in the bylaws constitutes a quorum of the board for the transaction of business." (Corp. Code §7211(a)(7).) A vacancy on the board does not change the number of directors needed to make a quorum--the board needs a majority of the number authorized in the bylaws, not a majority of actual directors.

gosh, i wish the powers that be at hoatalk could add an edit function to the forums... When I reread my postings, I cringe. lol

Laska,

Were you quoting from the same source as Augustin?

Seems odd the quoted portions would be so different?

-- If your actions were the sole subject of the meeting, then the Board might not be legally obliged to invite you to the meeting. The conflict of interests is you discussing and voting on whether and how the Board should address your actions.

-- With the board agreeing to the presence of a parliamentarian, it sounds like LaskaS has made progress on this point.

Augustin, The meeting was to discuss me. But nothing I actually did. All of this crap started when the property manager accused me of harassing her. back in may.

When the board convened to determine whether the accusations had merit or not. I was present and had submitted my written response in writing.
The only two other board members who had any day to day interaction with the property manager(other than myself) presented information that both gave examples of the property managers repeated twisting of the truth and gave 1st hand knowledge that some of her statements in the accusations were not what they had observed. However, three of the other o board members admitted they didn't even read my response to the accusations . One said, " i don't care what the truth is, i will do whatever is necessary to remove laskas"

The meeting ended and no action was taken.

I completely stayed away from the office and didn't interact with the property manager other than asking for updates on tasks the board had assigned to her. On the day before the july meeting i sent an email reminding the property manager that the owners needed to be notified that we were still having meetings, and give them info how to access" She didn't reply. The next day, I went to the office for the first time in 7 weeks and asked for the HOA sign to be put outside (as is our regular custom) so owners would know that despite covid, we were still having meetings and they could call in to access.

She basically looked at me and said, " JB(president) told me not to put the sign out,

I said," Well, What he said is wrong, the monthly meeting of the hoa is open to all owners and for 20 years the office posts the sign at the entry gate to remind owners.. Just because we are meeting by zoom, does not mean owners can't call in. I also said, you know darn well that no one board member has authority to change the policies and procedures of the hoa"

she then said, "are you supposed to be in the office" She then called JB(president) he called me and said,"leave the office". I said, excuse me, don't tell me what to do. I am doing nothing wrong. I haven't so much as approached the office since she(property manager) made those gross false accusations. He said "leave the office" I said no. He said are you sure you want to do this. I said i'm not doing anything.

That night at the meeting. at the very end of the meeting. He made a motion to ban me from the office or any interaction with any of the employees" he didn't give any reason, and not a single other board members asked why. I protested that this was ridiculous. I had done nothing wrong . thats when i was muted and wasn't able to hear what was going on. I later learned that the motion had passed. I submitted a written objection because I was prevented from voting or hearing what was going on. I also said the board has no authority to restrict an owners or board members access to the office or employees that involve regular day to day owner requests etc.
I then added, at the end of the day, I guess yall can pass whatever you want to. It's completely unenforceable. You may as well pass a motion for me to dye my hair purple. UNENFORCEABLE TOO.

sometime after the july meeting but before the august meeting I stopped by the office on my way home and asked something( i don't remember now, it was something to do with the common area maintenance) The property manager looked at me and said please leave the office.
I then said. um, ok Eliz(property manager) if you want to play that game, I will not leave the office, I asked a simple question and instead answering you are attempting to perpetuate this nonsense.
She then called the police, told them she wanted needed officers to the scene , trespassing.
I waited for the police and when they arrived, I explained the situation. They went and talked to her. She pulled out the attorney letter that states the summarized the boards motion. (i can't go in the office ...)
They came out and I explained to them that this was a civil matter. I had every right to be there. I said, that letter from an attorney is meaningless. I can pay an attorney to write anything I want . that doesn't make it law. The police agreed with me. They went and told the property manager that I had a right to be there and if she wasn't able to answer owner questions she may have chosen the wrong profession.

The secret meeting with the attorney, with only 4 board members was to try and figure out some way to enforce their motion.....

and that is where this thread starts.. I was questioning the validity of any meeting with less than a quorum, And I was questioning the validity of the attorney's claim that the notice requirements did not apply in this case because of a conflict of interest.

You are correct, quorum is not the same as a majority. Though I can't imagine you will want to continue serving on the board past your current term, the association may consider revising bylaws if 4 seats are empty. Perhaps the requirement could be revised to 7 board members?

I just love a happy ending!

Seriously. I was using the search function and it pulled up a number of posts you’d made of your own “HOA Journey”, and as I read them … well, there was quite a lot that I could relate to. I am very happy that you’re on the Board and making good things happen.

Best regards,

Bill