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Board Quorum
Quorum Defined. 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:

  1. The bylaws do not allow for appoints and require that all seats be filled by special election of the membership; or

  2. The vacancies were caused by action of the membership (a recall), rather than by death or resignation of directors.

No Proxies. Board meeting quorums cannot be established through the use of proxies.

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