Who can preside at board meetings

We have three new board members who are trying to get our HOA back on track and following the bylaws. This HOA has been run by a very controlling President/board in the past. The president and Vice President are the old officers, and the three new board members hold the other positions of Secretary, Treasurer. The Secretary called a special board meeting. The President and Vice President are not willing to attend. Our bylaws say the president will preside at all meetings. In a case like this, when the Secretary calls the meeting the the President and VP refuse to attend, can the Secretary preside and have a legal meeting?

Unfortunately the three new members are not willing make waves and do a reelection of officers, which would be the cleanest answer.
Thank you for your time in this!
Debbie

1) Make sure all notice requirements are met (secretary's job)

2) Make sure you still have a quorum with those two absent.

3) If a quorum is present and the President and VP are absent, make a motion for xyz to preside over the meeting.
The motion gets seconded and you vote. Once voted on (expecting an affirmative vote) that individual presides for that one meeting.

I'm with Tim. As long as you have a quorum of directors , you can hold a board meeting.

My question is: do your bylaws state who may "call" a meeting? Our s and also CA state corporations code say that the president or any other two directors may call special meeting of the board. Another question is: How much notice must you give owners, if any?

I doubt your bylaws say who presides if prez & VP are both absent.

I believe that multiple VPs in HOAs is very uncommon. The Board can choose any director they wish to preside.

Fair point. It may be uncommon. The bylaws of one HOA I was recently looking at allows multiple VPs and other officers with powers that the Board may determine. So I guess the Board could elect another officer with whatever title and powers the board wants, which could include presiding at meetings. Perhaps "Crown Prince of the Homeowners' Association", with the right to preside at board meetings?

I believe the issue is whether the Board can transact business when the President is absent but a quorum is present. I believe California Corporations Code 7211 (a) (8) answers this:

"Unless otherwise provided in the articles or in the bylaws...
[phrase redacted, due to its not applying] an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. The articles or bylaws may not provide that a lesser vote than a majority of the directors present at a meeting is the act of the board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting, or a greater number required by this division, the articles or the bylaws."

In my opinion, the fact that the president was not there to preside will not invalidate an act of a majority of the quorum. Why? Because then the president and any previously appointed VP would be determining whether they could be removed as president and VP,simply by refusing to attend. Those directors present and forming a quorum could not even vote to appoint a new VP.

This fails the common sense test.

I say the Corporate Code trumps the Bylaws section regarding the president (or VP) presiding.

I suggest your quorum call the Special Meeting of the Board; duly notice it; cite the authority of Corporate Code section 7211; place on the agenda removal of officers and vote for new officers; vote to remove the absent President and VP; and vote to establish a new President and VP.

Unless required by you bylaws, having two VPs is a bit regundZnt.

Why not just notice the board meeting per requirements with an agenda that includes “Election of Officers”

Work the other two directors to vote for you, or one of them, as president. And one of the other two as VP.

This is Colorado, NOT California

From Colorado statute 7-58-823 (1):

(1) The board of directors may remove an officer at any time with or without cause.

See
https://casetext.com/statute/colorado-revised-statutes/title-7-corporations-and-associations/associations/article-58-uniform-limited-cooperative-association-act/part-8-directors-and-officers/section-7-58-823-resignation-and-removal-of-officers

Same arguments as prior post apply.

Doh JohnC77.

That would be really cool, having Deb citing California statues for her Colorado board.

You think?

-- You can just cite this, big boy, for Colorado. So far I do not see it. Nor do I think corporate codes across the United States generally say this. Such a provision is common for Bylaws, but not corporate codes.

Oh yeah, and I got my cite wrong. The OP should see Section 7-128-303 of Colorado's statutes:
"(4) Unless otherwise provided in the bylaws, the board of directors may remove any officer at any time with or without cause. The bylaws or the board of directors may make provisions for the removal of officers by other officers or by the voting members."

See https://casetext.com/statute/colorado-revised-statutes/title-7-corporations-and-associations/corporations-continued/nonprofit-corporations/article-128-directors-and-officers/part-3-officers/section-7-128-303-resignation-and-removal-of-officers

Yup, same arguments as before. Three's a charm, except to skunks whose user name starts with John.

You should work on your anger management.

The Secretary (our bylaws allow the Secretary to call a special board meeting) with the support of another board member called this Special Board Meeting, and gave ten days notice to all board members. We are good to go there.
This 5 member board now has 3 new members who are not willing to call an election of officers, which of course they have the power to do, as they don't want to rock the boat. But we are pretty certain, with the boycotting of the President and VP, they will work together to vote the Secretary as VP, since our bylaws allow multiple VP's. And then he can preside at the meeting and all will be legal and binding.

... But I heard him exclaim, ere he drove out of sight—
“Happy Christmas to all, and to all a good night!”

Here is a link o an HOA in Colorado, https://copperleafhoa.org/association-documents/governing/, the Bylaws state on page 6, under Special Meeting of the Board, the president or a majority of the board may call for a special meeting.

I did qualify the original statement saying GENERALLY.

I highly doubt that.

So the state in question (Colorado) has nothing like what you claim in its nonprofit corporate statute.