The Board of Directors has nine seats of which two are vacant. The remaining seven directors are split into two groups. Three directors containing the officers, and four directors. As per the association bylaws a special meeting may be called by the president (or in his absence the VP) or majority of the board members. Likewise Florida Statutes 718.112(2)(d)9 states BOD vacancies may be filled by a majority of the remaining directors, even if the remaining directors constitute less than a quorum, or by the sole remaining director. The problem is the group of three directors will lose power if the four are allowed to hold a meeting. In order to make sure that a meeting does not take place they refuse to appear at a meeting, preventing a quorum and thus the election of new BOD members. The Association's atty has stated that to hold the meeting a majority constituting a quorum is five which is based upon nine seats and is not reduced by the empty seats. Please any advice is appreciated as the association is unable to conduct any business until a new election in January.
