An act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. The articles or bylaws may not provide that a lesser vote than a majority of the directors present at a meeting is the act of the board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting, or a greater number required by this division, the articles or the bylaws. (Corp. Code § 7211(a)(8).)
In other words, a board of five directors needs three to establish quorum. It then needs two of the three to approve any motion. If one of the three leaves the meeting, business may continue as long as the remaining two directors vote in unison. This can lead to mischief with only two directors making decisions for the entire board. When this happens, a special meeting might need to be called at which all directors are present so they can reverse the decisions of the two directors.
Duty to Attend. Directors are required by statute to perform their duties as directors (Corp. Code § 7231(a).) Attending meetings to conduct the business of the association is the primary duty of a director. Failure to attend meetings without good reason is a breach of that duty.
Attendance by Phone. Directors can attend meetings by telephone provided all directors can hear and participate in discussions. (Corp. Code § 7211(a)(6); Civ. Code § 4090(b).) There is no reason for directors to miss meetings since conference phones are inexpensive--including conference speakers for cell phones.
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