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February 11, 2007
Getting a Quorum of the Board - It's As Hard As Getting a Quorum of the Members - What Do We Do?
The title to this blog is the question: "Getting a Quorum of the Board - It's As Hard As Getting a Quorum of the Members - What Do We Do? "If your association faces this kind of serious issue, here are some considerations:
1. Seek approval of the membership of an amendment to the Bylaws lowering the number of Directors. (Just be apprised that you cannot remove a current board member from serving out their term by doing this).
2. Seek approval of the membership of an amendment to the Bylaws to lower the percentage required for Board approval of actions (although I would not likely ever be inclined to recommend lowering the Board approval requirements to less than a majority of the Board).
3. Encourage those board members who do not attend meetings to resign.
4. If you have such provisions in your Bylaws, take action as a board to vacate the board position of any board member who misses 3 or more consecutive board meetings, or 3 or more a year (depending on how the right is defined as that is the authority) and appoint some other member who is committed to attend meetings.
[AND ... No, this does not mean the Board can remove or recall board members - that takes member approval except for the right to vacate the position if the documents allow it.]
5. Conduct meetings on a timed agenda using Roberts Rules or some good form of parliamentary procedure so the meetings do not become a free-for-all or last all night (as this may discourage even good board members from attending.
6. Be sure to schedule board meetings with an attempt to pick a time spot that all Board members could reasonably manage. Remember that commuters cannot always get back home, eat and be ready to make decisions by 5:30 pm.
7. Make sure your meetings are conducted in such a manner that all board members are given equal respect and that any bully's are dealt with in some way before their conduct gets out of hand and scares off good board members.
8. And remember that in California anyway, there is one action that board members - or even a single remaining board member - can take without regard to the usual majority approval requirements. That is appoint other board members to positions that have been vacated. (This right is found in the Corporations Code so if your association is not incorporated, proceed carefully and definitely with legal advice.)
Posted by Beth Grimm at February 11, 2007 4:27 PM