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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 the number of directors authorized in the bylaws constitutes a quorum of the board for the transaction of business. (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 five directors, the quorum is thee. If two directors resign, the quorum requirement for the three remaining directors is still three. If three out of five directors resign, the two remaining directors cannot conduct business because they do not constitute a quorum.

Loss of a Quorum. A meeting at which a quorum is initially present may continue to conduct business notwithstanding the withdrawal of directors provided that any action taken is approved by at least a majority of the required quorum for the meeting. For example, three of five directors attend a meeting thereby achieving quorum. One of the directors subsequently leaves the meeting causing a loss of quorum. The remaining two directors may continue conducting business provided both directors approve each item of business and provided that the items being approved only require the approval of a majority of a quorum rather than a majority of the entire board. (Corp. Code §7211(a)(8).)

Filling Empty Seats. In the absence of a quorum of directors, the remaining directors are allowed to appoint up to three directors to fill empty seats. There are two 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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