A "quorum" of the board is the required minimum of number of directors who must be present before the board may conduct business. (Robert's Rules
, 11th ed., pp. 21, 345.)
In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void. (Robert's Rules, p. 347.)
Unless the bylaws state otherwise, a majority of directors is a quorum. (Corp. Code §7211(a)7
.) A vacancy on the board does not change the number of directors needed to make a quorum--the board needs a majority of the number authorized in the bylaws, not a majority of actual directors. For example, if the bylaws call for a board of 5 directors, the
quorum is 3. If 2 directors resign, the quorum requirement for the 3
remaining directors is still 3. If 3 out of 5 directors resign, the 2
remaining directors cannot conduct business because they do not
constitute a quorum.
Filling Empty Seats
. In the absence of a quorum of directors, the remaining directors are allowed to appoint
up to 3 directors to fill empty seats. There are 2 exceptions to the power of the remaining directors to appointment replacements:
The bylaws do not allow for appoints and require that all seats be filled by special election of the membership; or
The vacancies were caused by action of the membership (a recall), rather than by death or resignation of directors.
Board meeting quorums cannot be established through the use of proxies