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Quorum

Started by FrankH1 • 7 replies • 1045 views

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FrankH1 (Florida)
Posts: 14
Posted:
Our Homeowners Documents state that there "shall be a board of 3 directors"
2 board members have resigned. Can the remaining director place a homeowner on the board for the remaining term of the last director who resigned?
BrianB (California)
Posts: 2,820
Posted:
most likely, yes. CHeck your by-laws to see if that power is vested, but it typically is okay for a board to designate a replacement for resigning members until elections, etc. can take place (next annual meeting, end of term, etc)..

your by-laws may vary,
MaryA1 (Arizona)
Posts: 7,043
Posted:
Frank,

Your answer most likely can be found in your bylaws. As Brian says, most often it is a power granted to the board to make appointments to fill vacancies. The appointed director only serves the remainder of the term of the director being replaced; therefore he "may" serve longer than the next annual meeting. Some terms are 1 yr; some are 2 yrs and some are 3 yrs. If a director serves only 1 year of a 3 yr term, his replacement serves the remaining 2 years.
FrankH1 (Florida)
Posts: 14
Posted:
Can the remaing director be considered a quorum? A quorum of one (1)?
Our documents do not speak to a only 1 remaining director.
FrankH1 (Florida)
Posts: 14
Posted:
OUR DOCUMENTS DO NOT TALK ABOUT HAVING ONLY 1 REMAINING DIRECTOR ON A BOARD OF 3.
MaryA1 (Arizona)
Posts: 7,043
Posted:
Frank,

Since your bylaws are silent on this particular situation, I would suggest you take a look at the FL HOA statutes AND the statutes applying to nonprofit corps. In AZ there is a nonprofit statute that states if a quorum of the board is not present due to a vacancy then the remainder of the directors may vote to fill the vacancy(s). In your case, I would say you should have the power to make enough appointments to obtain a quorum. Anyone appointed would only serve for the remainder of the term of the person they are replacing.
SusanW1 (Michigan)
Posts: 5,202
Posted:
How long has the board been a party of ONE?

The only act that a lone board member should take is to replace (fill) those vacancies.

IMHO, you should not be making other decisions at this time until you have a full board.

DonnaS (Tennessee)
Posts: 5,671
Posted:

Frank,

This is from the Not For Profit Corp Statutes under which your HOA is required to be filed. This answers your question.

617.0809 Vacancy on board.--

(1) Any vacancy occurring on the board of directors may be filled by the affirmative vote of the majority of the remaining directors, even though the remaining directors constitute less than a quorum, or by the sole remaining director, as the case may be, or, if the vacancy is not so filled or if no director remains, by the members or, on the application of any person, by the circuit court of the county where the registered office of the corporation is located.

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