Quorum

Trista from Texas under TPC 209.

Our bylaws state we should have 5 board members. If we only have four, does that mean we don't meet quorum of board members?

Trista

A Quorum for 5 is 3. A Quorum for 6 is 4. A Quorum for 7 is 4. A Quorum for 8 is 5.

Typically a Quorum is a majority unless otherwise specified in ones Bylaws. As far as BOD's go I have never seen Bylaws saying a Quorum of less then 50% but there might be some.

I've seen many governing docs that require less than a majority at the annual meeting. For example, we only need 20%. Other communities may require a majority to start with but then drop the percentage if the community failed to achieve quorum on the first attempt.

I've never seen any that required less than a majority of directors to conduct business at a board meeting.

That method only works for certain numbers. You need to divide the number that should be on the board and round up to the next whole number.

Example: a 7-person board (large community), 3 directors resign (squabbling community), but the 4 remaining directors form a quorum. If you take those 4 and add 1, a majority of 5 is 3. Wrong result.

I think there's a contradiction in this reply, Max? "If it's Board, a quorum is a majority of the number that is supposed to be on the Board, not the actual number that is still on the Board. For example, if there is supposed to be a board of five and one resigned, a quorum is the majority of four, or three present."

I agree with your next response.

That was my point. If I followed what I think your instructions said using my example of a 7-member board with 3 resignations (quote: "if there is supposed to be a board of five and one resigned, a quorum is the majority of four, or three present"), then I look at the quorum of the remaining 4 directors in my example, which yields 3 - which, as you point out, is incorrect.

How would you determine quorum if your 5-person board lost 2 members?

Then why mention the remaining 4 directors in your original explanation? They don't come into the calculation at all..

Oh, I agree. Quorum is based on the number of board positions per your bylaws, filled or unfilled. You divide by two, and then round up to the next whole number.

The problem is that some people believe that you have to recalculate quorum if you have vacant positions, and referencing the remaining 4 positions in his example seems to support that belief. It will further confuse the already confused.

In CA, a quorum of the board is whatever the Bylaws say it is (Corp. Code 7211) and if silent, a queue of he board is a majority of it.

Our bylaws, though, state that a quorum is a majority of the directors in office. My HOA Board is 7. If all seats are filled, quorum is 4; if 6 seats are filled, quorum is 4. If there are two vacancies, dropping filled seats to 5, in my HOA, quorum is 3.

Also in CA if quorum is initially established at a board meeting, say 4 of 7, and one must leave, the Board still may conduct business per CA Corps Code 7211 a. (8) and our new Bylaws. So, 3 may conduct biz though a majority of quorum must approve action. This scenario happened just one during my 14 years on the Board. It was a special or emergency meeting of the Board several years ago. Only three could attend and I was very sick with the flu. I attended when the meeting was called to order, was counted at present, and left the meeting right away.

Finally, if only 2 remain, per Corps. Code, those two must vote unanimously for the board to act.

Just for your Sunday AM ruminations.... : )