Legal Question in Business Law in California

In re an HOA Board, Calif Corporate Code 7211(a)(7) says that a board quorum consists of a "....a majority of directors AUTHORIZED in or the Articles or Bylaws..." Our HOA Bylaws state that a quorum consists of "... a majority of Board Directors THEN IN OFFICE...."

Our Bylaws provide for 5 board members. (?? Authorized??). We currently have three board members in office.

In your opinion, is our Quorum 3 board members (majority of the 5 "Authorized" (?) ... or is our Quorum 2 board members, the majority of those in office?

Thanks.


Asked on 8/28/17, 10:28 am

1 Answer from Attorneys
Aaron Feldman Feldman Law Group

In order to answer this question fully and properly an attorney would need at a minimum to review the By-Laws and Articles of Incorporation for the HOA. From what you've quoted, it is too hard to tell if the By-Laws require 5 or merely authorize up to 5. There may be other specific provisions regarding vacancies.

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Answered on 8/28/17, 1:00 pm


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