V.F. from Manatee County, Florida writes:
Dear Mister Condo,
Can a condo board hold a meeting called by the president knowing they will not have a quorum to appoint a 5th board member because one resigned? Two board members observing religious Good Friday services and the president knew they were unavailable for this meeting. Can the president independently appoint a Fifth board member without concurrence of at least two other board members?
Mister Condo replies:
V.F., a meeting without quorum is not a meeting and no business may be conducted. I am not familiar with the specifics of your governing documents but my guess is that they address meeting quorum requirements for both annual meetings and BOD meetings. Regardless of when the meeting was called, quorum must be achieved before the meeting can continue. If the President had valid proxies from enough Board members to achieve quorum, then the meeting may be valid. If not, you would have every right to contest the validity of the meeting and the subsequent appointment. You should also expect that the other Board members would not be too happy to find a new appointment without their vote. Filling Board resignations can be challenging but the rules for appointment must be followed. Good luck!