5 Member Board with only 4 Members

Recently, when I questioned whether the last spot of a usually 5 member Board had been filled, our management company sent me the following response. "The board remains a five member board, but may continuue to legally function with only four memebers, as long as a quorum of three are present. The bottom line is that it is the Board's decision to fill on not to fill the position. Please be aware that neither State Law nor the community documents state that the Board is required to fill that position."

Our By-Laws state: The Board at all times shall consist of not less than three (3) nor more than nine (9) directors. However, the established number of Board members shall always be an ODD number.

My question is how can you call yourself a five (5) member board, when you have only four(4) members? I feel that(wink, wink)the board is playing with words.

Our annual meeting was in August and at that time 3-4 people put their names up for consideration. At the time they were looking to fill two spots, but since then one of the board members who was said to have resigned must have reconsidered. In that same email the Management company said, at each of the last several meetings (August, there was no September meeting)the President has called for volunteers to fill the position. The idea is to canvass as many potentially interested owners as possible, before a vote is taken.