Q: If it’s a split ( 2-2) and the 5th board of directors doesn’t vote, then it’s not a quorum and isn’t valid right?

A: Under California law, the validity of decisions made by a board of directors of a limited company, such as yours, hinges on the presence of a quorum during meetings. A quorum is typically defined as the minimum number of directors required to be present to conduct business and make decisions. If your board consists of five members and only four were present to vote on the approval of house colors, and there was a tie vote, it raises questions about whether a quorum was indeed present.

If the board meeting resulted in a tie vote with only four out of five directors participating, it suggests that a quorum may not have been met. In such cases, decisions made without a quorum could potentially be considered invalid under California corporate law. A quorum requirement ensures that decisions reflect the collective judgment of the majority of the board, preventing actions from being taken without sufficient consensus among the directors present.

Regarding the approval process for house colors, even if there isn't a specific color palette outlined in your governing documents, the board still has the authority to establish reasonable guidelines or requirements for aesthetic changes to ensure consistency or harmony within the community. However, any decision made by the board must adhere to the procedural requirements, including the quorum rule, to be considered legally enforceable.

If you believe that the decision regarding your house colors was unfairly handled due to the lack of a quorum, you may have grounds to challenge the decision. It could be beneficial to consult with a legal advisor who can review the specific details of your situation and provide guidance on how to proceed within the framework of California corporate law. This would help clarify your rights and options moving forward, ensuring that any actions taken are legally sound and appropriately addressed.