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Quorum of Board of Directors


Guest Hidden Grove HOA

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Guest Hidden Grove HOA

Our Homeowners Association had 3 (of 5) Directors resign almost simultaneousley for different reasons. We have advertised for the 3 spots, with no response. Can we conduct any business or convene a meeting since we technically don't have a quorum of the 5 Board spots? Can the two remaining Board Members (President and Secretary) appoint replacement members?

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Our Homeowners Association had 3 (of 5) Directors resign almost simultaneousley for different reasons. We have advertised for the 3 spots, with no response. Can we conduct any business or convene a meeting since we technically don't have a quorum of the 5 Board spots? Can the two remaining Board Members (President and Secretary) appoint replacement members?

Q. What is your QUORUM rule?

If you can meet your quorum requirement, then your board can act.

A resignation of 3 from a board of 5 leaves 2.

If your quorum rule allows for a "majority" of board members, then a majority of 2 is 2.

So 2 board members who meet (in a properly called meeting) can transact business.

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Our Homeowners Association had 3 (of 5) Directors resign almost simultaneousley for different reasons. We have advertised for the 3 spots, with no response. Can we conduct any business or convene a meeting since we technically don't have a quorum of the 5 Board spots? Can the two remaining Board Members (President and Secretary) appoint replacement members?

I'm not familiar with HOAs, but the general rule in RONR land is that resignations must be accepted at a meeting by the body that elected/appointed the members, or the body that has the authority to fill the vacancy. Until then, they are effectively still on the Board. So, have the resignations been accepted?

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The members of the executive committee of an organization where I am president have poor attendance in order for us to establish a quorum. As our by-laws do not (yet) address attendance of execs or chapter members, what can I do for the short term to get items approved, like our budget?

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The members of the executive committee of an organization where I am president have poor attendance in order for us to establish a quorum. As our by-laws do not (yet) address attendance of execs or chapter members, what can I do for the short term to get items approved, like our budget?

J. -- please post this as a new Question. That way answers to your question won't get all muddled up with those for the original poster. It's most fair to both of you. Thanks.

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The members of the executive committee of an organization where I am president have poor attendance in order for us to establish a quorum. As our by-laws do not (yet) address attendance of execs or chapter members, what can I do for the short term to get items approved, like our budget?

Mr. Henderson:

It works best if you initiate a new question - even one more or less related to the current thread - as a new topic. I invite you to do so!

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Can we conduct any business or convene a meeting since we technically don't have a quorum of the 5 Board spots?

It's not clear whether you have a quorum. We need two bits of information to determine this. What is the exact language of the quorum rule in your Bylaws (or are they silent on the quorum for the board)? Did the board accept the resignations of the members?

Can the two remaining Board Members (President and Secretary) appoint replacement members?

Only if the two board members constitute a quorum, which is unclear at this point.

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