HPP Board 2014

[janet]

Another invalid meeting that will have to be repeated (30 October). Only four members attended and one left before long. The remaining members decided to “carry on”. Three Board members cannot conduct the Association’s business. The President should never have called this meeting to order. (Emphasis added

ARTICLE VIII – BOARD OF DIRECTORS
Section 1. Number and Qualification. The affairs of the Association shall be governed by a board composed of nine persons,…
Section 12. Acts of the Board. The acts of a majority of the directors present at any meeting at which a quorum is present shall be the acts of the board. Any action taken by any board member(s) purporting to act on behalf of the board independently without the prior consent of the board shall not be considered an act of the board, and shall be strictly prohibited in accordance with HRS chapter 414D.

ARTICLE V – BYLAWS DEFINITIONS
Section 11. Quorum of the Board of Directors. A majority of the Board of Directors…".

Note that the definition of the quorum does not state “a majority of the currently filled Director positions”. It says “of the Board”. A quorum of the Board is five Directors. Without five Directors present at a meeting, no action taken is considered an act of the Board. Anyone taking action on any other basis is breaking Hawaii Revised Statute 414D (i.e. a law, not just the Bylaws).

It is absolutely imperative that the four vacant Board positions be filled immediately. This must be their first order of business. With only five Director positions filled, it will be difficult to organize meetings with a quorum.

The Board is also remiss in taking this action. As of today, the HPPOA website only mentions three vacancies.

ARTICLE VIII – BOARD OF DIRECTORS
Section 6. Vacancy. Vacancies in the board shall be announced within two business days on the HPPOA website and bulletin board. They shall be filled by vote of the majority of the remaining directors, even though they may constitute less than a quorum,…