El Cajon, CA asked in Business Law and Real Estate Law for California

Q: What-to-do-when-board-member (director) resigns and only 2 directors remain and constitute the BOARD?

Can any member of the HOA attending a meeting be temporarily appointed for a specific board meeting as a director to enable the Board to function and thereby have the minimum number of directors to conduct a legal meeting? YES or NO?

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1 Lawyer Answer

A: I don't believe you can have a Board of Directors of two; the minimum is three. I don't think any business can be transacted by a board with only two members. The two members need to solicit a third board member, have him/her approved by a vote of the HOA (or maybe simply by approval by both existing members), and then the Board can get back to work.

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