Quorum Defined. A "quorum" of the board is the required minimum 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 articles of incorporation or 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 three. 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.
Conduct Business. "Unless otherwise provided in the articles or in the bylaws...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." (Corp. Code §7211(a)(8).)
Filling Empty Seats. If enough seats become vacant (through death, resignation or disqualification) such that there are not enough directors to meet quorum, 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:
- 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.
Loss of a Quorum. A meeting at which a quorum is initially present may continue to conduct business notwithstanding the withdrawal of directors resulting in a loss of quorum. For more information, see "Loss of Quorum."
No Proxies. Board meeting quorums cannot be established through the use of proxies. See " Director Proxies."
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