cluster boxes

You would have to read your governing documents for the answer but I suspect that having 3 board members is not an issue. I would also go to the local post office and tell them what they said. I find it very hard to believe that the board can lock you out of your mailbox and it may very well be illegal. What is the justification for the $25 deposit?

Sorry, should say "covenants."

Regarding the board making a decision - yes, as long as a quorum has met (3 out of 5 would be a quorum) then the board can conduct business.

Regarding the deposit - more info is needed to give any real opinion. What does the board say the deposit is for and is it a refundable deposit?

If these are new boxes that the association has to pay an installation fee for, then charging everyone a deposit makes sense.

I very much doubt that the association can keep anyone out of their individual box. Things may be different up there, but my local branch delivers the keys directly to the residents. In fact, delivering them to anyone else would facilitate identity theft and other kinds of theft, and I'd be surprised if the USPS would risk the liability. The board also wouldn't risk such a thing if they thought this through. But you should call your local branch and see what the postmaster has to say.

I think that I see what the board is trying to do: the association is paying for something, and they want to make sure individuals reimburse them for the cost. But there are probably provisions in the CC&Rs that address non-payment of fees by owners and that don't involve interfering with the US mail.

If you don't know the answer to that you shouldn't be giving advice here!

https://www.davis-stirling.com/HOME/Q/Quorum-of-board

My contract states that a majority of the authorized directors vote to terminate my contract, so if there is a board of 5, with a quorum of 3, all 3 must be in agreement.

Kerry,

Again, you have a very difficult time comprehending legal language. Douglas pointed it out to you, but it went right over your head, Unlessotherwise provided in the articles or in the bylaws...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.

So, this is one of those issues where Bylaws control, not state statutes. The one difference is the number cannot be lower than the majority. My contract was written by an HOA attorney you quite frequently reference on this site. Let's see if YOU have the balls to tell them they are wrong.

Finally, you were the Secretary of your HOA for, what, 14 years and can't spell worth a lick.

Do you actually know what your Bylaws actually say? I can post them here and show everyone just how wrong you are.

Our Bylaws call for a BOD of 3 to 7. Since turnover we have always considered 5 to be the proper amount. We have run as low as 3 in which case we needed all 3 to agree. Could we get challenged on setting the number at 5? I suppose we could but no where does it say who decides on the amount so we have always said that is a BOD decision.

You need to look no future than your own!

I actually did copy the exact text of your Bylaws. Besides spelling, is reading also difficult for you?

I am done with you as you can't even comprehend what others have written.

Go back and re-read Douglas's post a couple of times and see what Corporation Code says. I tried to point you in that direction a couple of times, but it's going over your head.

Here is my contract, it was written by a senior partner at the law firm in Pasadena.

Termination shall require that more than 50% of the authorized number of Directors vote for termination at a legally noticed meeting of the Board of Directors. Any notice of termination pursuant to this Agreement must be given by the Association to Company, accomplished by a letter signed by the Secretary and President of the Association certifying that the required vote of the Directors has been obtained to terminate this Agreement pursuant to this paragraph.

So what is a majorty of four?

My HOA's Bylaws also state, as cited above: "Board Quorum Requirements. A majority of the number of Directors then in office, but not fewer than two, shall constitute a quorum for the transaction of business at any Board meeting." My Bylaws, in this phrase, says 2 IS a quorum.

Max wrote in response to Tim's contribution, "While three is a quorum, all three must be yes, and there can be no dissenting vote." Max cannot show us in any bylaws of HOAs he manages where that is stated. He is wrong and just can't admit it.

Seriously, you write this BS nine days later. In your little scenario, what is the majority of your two making quorum?

Your Bylaws are the worse I have seen in this day and age, which leads me to believe a legitimate HOA Attorney had help from someone who didn't have a clue about what they were doing.

Kerry, Free speech remains in our constitution so am unsure why many of your messages seem directed at MaxB4. Yes, you also have the same free speech right, but your focus is like a scud missle.

Max, you wrote: "While three is a quorum, all three must be yes, and there can be no dissenting vote." You failed to show a governing document of any kind that states that. Why not? Because it's wrong.

You decided to "prove" your assertion by citing a phrases from your management contract with some or all your clients. You know as well as anyone, that such a contract is not a governing document of an HOA. It was a trivial distraction Unrelated to the topic at hand.

This is an article posted on HOA Member Services, written by Lawrence Szabo, Esq

Kerry,

If you were able to understand the post below, you'll see that the general rule is a quorum is based on the "authorized" number of directors in the Bylaws, not changed as you did to just those left standing. The provisions of my contract, written by a respected law firm, allow my company and others, to dictate how their contract, through a motion, can be terminated. Mine, as others do, say more than 50% of "authorized", not those left standing to terminate our contract, so that would be the 3 of 5, or if only three show up, 3 of 3.

Homeowners’ association business is conducted by the collective action of the association’s board of directors acting in meetings. State statutes typically provide that, unless an association’s articles of incorporation or bylaws provide otherwise, an act or decision that is done or made by a majority of the directors present at a meeting of the directors at which a “quorum” is present is the act of the association’s board. Thus, there must be a quorum of the directors present at a properly conducted meeting of the directors for the directors to transact business at the meeting. Any business that is transacted in the absence of a quorum is null and void.

A quorum of the directors is a majority of the number of directors that are authorized in an association’s bylaws. Thus, if an association’s bylaws state that the association shall have a board of directors consisting of five people, the required quorum for a meeting of the board of directors for that association would be 3 directors. If the association’s bylaws state that the association shall have a board of directors consisting of seven people, there must be four directors present at the meeting to establish a quorum of that board of directors.

A vacancy on an association’s board of directors does not affect the number of directors that are needed to establish a quorum because the determination of a quorum is based on the number of directors that are “authorized” in the bylaws, and not a majority of the directors that are actually serving on the association’s board of directors. For example, if an association’s bylaws state that the authorized number of directors is five people and the association is operating with three directors, meaning there are two vacant seats, all three of those directors must be present at a board meeting to establish a quorum. If any one of the three people are unable to attend the meeting, there is no quorum, and no business can be conducted at that meeting.

If a quorum of the directors is not present at the commencement of the meeting, association business that was to be transacted at that meeting cannot be conducted and the meeting must be adjourned and continued to another date. State statutes and/or association bylaws will state any rules that may apply regarding the providing of notice of the new date to the absent board members and the association’s members. If a quorum is lost during the course of a meeting as a result of a board member leaving the meeting early, the remaining directors can continue to transact business so long as any action that they take is approved by a majority of the directors that were required to establish a quorum for the meeting. Thus, if three directors were needed to establish a quorum at the commencement of the meeting and one of the three leaves the meeting early, the remaining two directors (which constitute a majority of the required quorum) may continue to transact association business that was on the agenda for that meeting.

Recognizing that it is commonplace for vacancies to occur on association boards due to deaths, resignations and disqualifications, state statutes and association bylaws typically contain provisions that empower the remaining directors (even if less than a quorum) to appoint directors to fill vacant seats so long as the association’s bylaws do not mandate that vacant seats be filled by a vote of the members and/or, the vacancies did not result from a membership recall. The appointed directors then serve until new directors are elected by the association’s members.

Because the operations of a homeowners association are totally dependent on the proper functioning of the association’s board of directors, it is critical for associations to have participation by members who are willing to serve as directors. Those members who volunteer to serve must understand that attending meetings to conduct association business is the primary responsibility of a director, and it is their duty to attend meetings. To facilitate attendance, state statutes and association governing documents allow for remote participation by directors who are not able to attend a particular meeting. Thus, with proper planning, there should be no reason why a quorum could not be established at a meeting of an association’s board of directors.

I did answer your question, Max: "In this very rare but possible scenario, as with any vote, a motion would fail with a tie vote." I'll try again, If the scenario unfolds as I wrote above, two directors are now a quorum based on my Bylaws and on CA Corp. Code. Both directors would need to vote yes for a motion to succeed, as you very well know.

If 3 were left standing, a majority-2- could vote to pass a motion. This was the OP's question: Could only 3 on a board of 5 pass a motion? The answer, as Tim stated, & I and Douglas agreed, is yes. If 5 had not been originally present and the meeting comprised only the three, a majority of two approves the motion. IF all 5 are present, 3--a majority-- would obviously need to vote to approve for the motion to succeed.

But you, for whatever reason, added "While three is a quorum, all three must be [sic] yes, and there can be no dissenting vote."

The article you cite has nothing to do with this topic.

My Bylaws, as you know and as cited above, state, "Section 4.9. Board Quorum Requirements. A majority of the number of Directors then in office, but not fewer than two, shall constitute a quorum for the transaction of business at any Board meeting."

This agrees with Corps. Code 7211() (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."

So what is the purpose of Szabo's article? CA Corps. Code are crystal clear as are my HOA's bylaws.

And your final quote does not even make sense and has nothing to do with when a Board y may act to make decisions: "Committees. By resolution adopted by a [sic] of the 'authorized' number of directors, to designate an executive and other committees, to consist of two or more directors, to serve at the pleasure of the board." Again, just a silly distraction.

At the end, you finally admit Tim was right. In a typical everyday case, on a typical board, where quorum must be a majority of all specified directors' seats, A majority of a board of 5 is 3.

I showed you my Bylaws which state that a majority of authorized directors, in our case 5, then a majority must vote yes. So if only 3 show up, which is a legal quorum, then ALL three must vote yes to pass. What is so hard to understand?