Dealing With Vacancies On An Association’s Board Of Directors

State statutes and association bylaws require homeowners’ associations to have a board of directors to exercise the powers of the association, manage all corporate activities, and conduct the business of the association. The individually elected directors must function together as a “board” in properly noticed meetings where a “quorum” of the directors are present. Once a quorum is established at a meeting, an act or decision by a majority of the directors present at the meeting will constitute official action by the board of directors. Absent the presence of a quorum, with the exception of procedural action to adjourn or reschedule the meeting, or to appoint other directors to vacant seats, any business transacted at the meeting is null and void.

A “quorum” is the required minimum number of directors that must be present at a board meeting to conduct business at the meeting. State statutes typically provide that, unless an association’s articles of incorporation or bylaws provide otherwise, a majority of the number of directors that are authorized by an association’s bylaws constitutes a quorum of the board. Thus, if an association’s bylaws require a board that consists of five directors, there must be at least three directors at a meeting to establish a quorum and conduct business. A vacancy on the board does not change the number of directors that are required to establish a quorum for conducting business at a meeting.

During the course of any given year, it is not uncommon for: