Q&A: Missing Meetings

Q What happens if board members consistently miss meetings, or don’t attend, messing up the voting process for a board? What recourse do we have?

--Attentive Board Member

A “Removal of a member of the board of directors in a co-op or a member of the board of managers in a condominium is governed by the bylaws, and each co-op and condo has its own specific set of bylaws,” says Steven Troup of the law firm of Tarter Krinsky & Drogin LLC, based in Manhattan. “Many bylaws provide that a board member may be removed with or without cause by a vote of shareholders (of a co-op) or unit owners (of a condo), but not a vote by the directors or managers. Some bylaws contain a detailed removal procedure, but most do not.

“Removal by shareholders or unit owners is a cumbersome process. Typically, it requires that a special meeting be noticed in conformity with bylaws provisions, called specifically for the purpose of removing one or more members of the board. This can take several weeks, the rental of an auditorium or other large room, and then a quorum of shareholders/unit owners to attend the special meeting (usually a simple majority). Not infrequently, however, if the recalcitrant board member knows that this process is being considered he or she will either shape up or voluntarily resign. For example, I once was asked to speak with a recalcitrant board member and, upon hearing from counsel, he voluntarily resigned.

“Upon a removal or resignation, most bylaws provide that the board may then appoint a replacement board member to serve for the unexpired portion of the removed/resigned board member’s term of office.

“Having said all of that, I wonder if one board member’s irregular attendance at monthly meetings truly ‘messes up the voting process.’ Most bylaws provide that a quorum of a simple majority is required to constitute an official board meeting, and that once a quorum is obtained a simple majority of those members present is required to pass any motion or approve any business. For example, if the board consists of seven members and only six attend, the vote of any four—the same as if all seven members were present—controls. If only five attend, the vote of any three is required.”

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