Board of Directors Meeting

Our CC&Rs state our community shall have a seven member board. Elections took place in June and only six members were elected due to lack of interest. Three people resigned and another person was appointed then also resigned which leaves us with a four person Board. Since we are suppose to be a seven member Board and one member does not appear at the regular monthly meeting, can business be conducted with only three members? I say three people does not constitute a quorum for a seven member Board, but the other Board members say that since we there are now only four Board members, three members does consitute a quorum.

Who is right?

Monica
Las Vegas

Your bylaws should define "quorum" - it could be majority of the present members your have (2 out of the 3), or a majority of all the 7 Board positions (4 of the 7.)

In any case, your Board should fill those vacancies in the manner described in the bylaws. Appoint or elect, but get them filled!

P.S. What's happening that your Board is crumbling apart?

Joe,
Wouldn't it also be true that a Quorum has really nothing to do with how many people are on the Board or supposed to be on the Board? A Quorum is talking about the number sitting on the Board at a meeting not the number of Board Members.

Joe,
The By-laws allow for a 7 man board. There are not 7 members on the Board, there are four. I can't see how you can require a Quorum of 4 if 7 Board members are not sitting (actual # of Board members.

I also believe if there is one real Board member, that board member speaks and acts for the Board.

If the requirements in the documents call for majority and tha majority is an apportioned majority (Condo), it is the apportioned majority that determines majority, not the number of people. I mention this because the requirements for "Quorum" is different than a an HOA vote, but they still mean the same thing.

In this case, if nor apportioned, a meeting Quorum is 51% of the actual number of votes and for the Board Quorum it is Directors serving on the Board which would be 3 out of the 4.

Robert,

What you said was "a Quorum has really nothing to do with how many people are on the Board or supposed to be on the Board?" A quorum is based on how many people are on the board (not supposed to be). If you're supposed to have 7 board members, but in reality only have 5, then your meeting quorum is 3 (if you have a 50% quorum requirement). We may be talking in circles but from what you wrote, I got the impression that if anyone showed up, that filled the quorum requirement. You can't have a board meeting or make any decisions without a quorum of the board, which is usually a majority of those who are elected to be there. In the above example, 3 board members.

It becomes foggier when it comes to the owners and a quorum for a general meeting. The documents have to be looked at carefully, because they often say a % of those eligible, or "in good standing". To me that means that owners who are behind in their assessments may not be able to be counted towards a quorum. Then some documents don't mention that in the quorum requirements, but do mention it it in the voting requirements, which could mean a delinquent owner attending a meeting could count toward a quorum, but not vote.

Joe