Out Loud: September 22, 2016: Quorum quandary

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I’m on vacation, so this week’s column comes from Mr. Clark.

Idyllwild Water District, usually composed of five directors, is now down to three: John Cook, Steve Kunkle and June Rockwell. What does this mean, in terms of IWD’s ability to conduct board business?

California Water Code section 71274 reads as follows: “A majority of the board shall constitute a quorum for the transaction of business; however, no ordinance, motion or resolution shall be passed to become effective without the affirmative vote of a majority of the members of the board.”

IWD Director John Cook reads this to mean that, with the IWD board now down to only three directors, business can be conducted with three directors, but nothing can be passed without a majority of the original board members — which would be all three existing board members — in agreement.

Others read that same section to mean that business can be conducted with the three directors, but nothing can be passed without a majority of the existing board members — which would be two of the three existing board members — in agreement.

Still others have argued that two directors is now “the majority of the board” and therefore the quorum, and that, again, a majority of the existing board is all that’s required to pass business.

Meanwhile, Government Code section 1780 provides, in relevant part: “Nothwithstanding any other provision of law, a vacancy in any elective office on the governing board of a special district ... shall be filled pursuant to this section.” And that section provides that the remaining three members of the board may fill the two board vacancies by their own appointment, as in subdivision (d) of that section, or by calling a special election pursuant to subdivision (e). And subdivision (f) provides that if the existing board does not do either, then within 60 days of the director vacancies, the county board of supervisors may either appoint new directors or order a special election.

Of course, this entire issue may become moot if the three existing members of the board should all happen to agree on how to proceed.

It will be very interesting to follow how this all comes out.

Jack Clark, Co-publisher

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