Condo Association Management Blog

I hope I am interpreting your situation correctly, if I may make a comment, based on our own experience as a HOA (statutues 720), not a condo association. 
 
I believe your attorney is incorrect in this situation, a quorum exists based on the current serving members, not what the bylaws allow. The key word here is MAY: For HOAs, the board may replace or they may not replace members, that is up to them. So you semm to already have your quorum (that is, 3.5 rounded up to four) without the officers. Resigning directors can tip the scales in board politics for sure, but unless condo statutes say you MUST replace, I think your quorum already exists. I also don't think you need to call a special meeting to appoint new board members, you could do that as a regular agenda item at your regular board meeting. Thanks for listening.

I agreewith MLD, you do not have to call a special meeting to appoint 2 new directors. The officer positions would not be filled until those two empty seats are filled, therefore there would be 9 persons to vote on who should hold the officer positions. And, IMO, MLD is correct in saying the quorum is based upon the number of directors serving, which is 7 with a quorum of 4. Let the 3 other directors say home; the remaining 4 can appoint two new members then the 6 of you can decide who the officers will be.  
 
 
 
What I do not understand is why the board cannot conduct any new business until a new election is held in Jan. And if an election will take place then why would you appoint 2 new directors to fill the empty seats now?

Quorum for an association is based on the total number of members - regardless of status of ownership - in good standing, delinquent unit, foreclosed property, etc.  
 
In most states where a condominium is incorporated, the Articles of Incorporation and the bylaws define the size of a board and the number of directors. If a board has the option of 3 to 9 directors, at time of transition selects to expand the board (for example, to 7), then the quorum would be 4 of the 7 directors. If 1 director resigns, then that director position is Vacant, and the quorum still remains 4. If the board then recommends expanding to 9 directors, the quorum is 5 and remains 5 even if one or two directors resigns. If directors serve staggered terms of office, then the appointed director serves (per the bylaws) perhaps only to the next Annual Meeting. At that meeting, the members vote for a director to serve the remainder of the term, which may be 1 or 2 years, depending upon the defined "term" for each director.  
 
To decrease the size of a board, it normally must be voted on as a motion at the next meeting of members. Again, the motion must consider maintaining the balance of "term" for the remaining directors.  
 
Officers generally do not have any direct effect on quorum - quorum is determined by the size of the board. 
 
Hope this is helpful. One must look to Corporate not-for-profit law, the condo act for that state, court decisions, and the condo's own documents. It is imperative that good recordkeeping exists showing the terms, etc., over a period of years.  
 
 
 

I don't know that there is a set rule for determining the quorum. Many states have nonprofit corp statutes which would apply to HOAs. If there are no HOA specific statutes then the nonprofit statutes would apply. In AZ the nonprofit statute for determining a quorum of the BOD is: 
 
"Unless the articles of inc or bylaws require a different number, 1) If there is a fixed number of directors the quorum is the majority of the fixed board size. 
 
2) If there is no fixed number, then a quorum is the majority of the number in office." 
 
Therefore, if the bylaws say the board shall consist of 5 members then #1 would apply. But if the bylaws say the board shall consist of not less than 3 but no more than 5 then #2 would apply. 
 
In the end, it all depends upon what your bylaws or state law says.