The short version
At the August 13, 2026 open Board meeting, the Board voted to let the Board President and Treasurer — together, without the Secretary — approve Association expenditures within the approved 2027 budget, any time they choose, without calling it a meeting.
Here's the problem: under our own Bylaws, two of our three Board members acting together is a quorum. And when a quorum acts, the Bylaws' own rules say that has to happen at a duly noticed meeting — with advance notice, an agenda, and minutes. This motion doesn't create an exception to that requirement. It just describes something the Bylaws already require notice for, and lets it happen without any.
What was actually voted on
The motion, as written on the meeting agenda:
Motion: Board President and Treasurer to be able to approve any expenditures on the remaining 2026 and fiscal year 2027 budget that falls within the approved Budget Line item. Any expenses outside the budgeted 2027 amount to be approved by the Board.
This passed after a motion, a second, and brief discussion at the meeting.
Why the second sentence doesn't solve the problem
To be fair to the Board: this motion does include a real limit. Anything outside the approved budget line still requires a full Board vote. We want to acknowledge that distinction clearly, because it matters.
But the first sentence is the one we're focused on here. It allows the President and Treasurer — without the Secretary, and without calling a meeting — to approve spending inside the budget, on their own, whenever they decide to. And that's exactly the part that runs into a structural problem in our Bylaws.
The math that matters: our Board has three seats
Our Board of Directors has three seats: President, Treasurer, and Secretary. That's it. Three people.
Bylaws § 5.4 defines quorum:
The presence in person of a majority of the Directors at the beginning of any meeting of the Board shall constitute a quorum throughout the meeting. Every act or decision done or made by a majority of the Directors at a duly held meeting at which a quorum is present shall be regarded as an act of the Board.
A majority of three is two. That means any two of our three Board members, acting together, are legally a quorum — the exact threshold the Bylaws say is required for the Board to take official action.
The President and the Treasurer are two of our three Board members. When they act together under this motion, they are, by definition, meeting our Board's quorum requirement. This isn't a matter of interpretation — it's arithmetic, applied to our own governing document's own definition.
What a quorum is supposed to trigger
Under § 5.4, when a quorum acts, that action is only valid if it happens “at a duly held meeting.” The Bylaws attach real requirements to what makes a meeting “duly held”:
Bylaws § 5.1 — Regular Meetings
Notice of regular Board meetings must be given to each Director “personally or by mail, electronic mail, telephone or telegraph, at least three (3) days prior to the day named for the meeting.” Notice to Members must be given “at least forty-eight (48) hours in advance.”
Bylaws § 5.2 — Special Meetings
A special meeting of the Board may be called by written notice signed by the President of the Association or by any two (2) Directors other than the President. Notice shall be provided to all Directors and shall include a description of the nature of any special business to be considered by the Board.
These aren't formalities for their own sake. They exist so that:
- All three Directors know a decision is being made and have the chance to weigh in — including the one who might not be in the room;
- Members know a decision is coming and have the opportunity to attend and be heard before a vote, consistent with Arizona's open meeting law (A.R.S. § 33-1804(F)); and
- A record exists — an agenda and minutes — that anyone can look back on later to see what was decided and why.
What this motion actually does
This motion doesn't repeal quorum. It doesn't say two Board members are no longer a quorum. It simply lets two specific Board members — the President and Treasurer — use their quorum authority without triggering the notice, agenda, and minutes requirements that are supposed to come with it.
Put plainly: under our own Bylaws, two Board members approving Association spending together already is a Board meeting. This motion just lets that meeting happen without being called one — no notice to the third Director, no notice to Members, no agenda posted in advance, and, going forward, potentially no minutes recording that a decision was even made.
We want to state this as directly as we can, because it's the entire point: it does not matter whether the President and Treasurer physically sit down together, or whether they simply text or email each other an approval. However it happens, two of our three Board members reaching an agreement to approve Association spending is a quorum acting. A quorum acting is, under Bylaws § 5.4, a meeting. And a meeting — under our own Bylaws — requires notice and requires minutes. There is no version of “the President and Treasurer agreed to this” that falls outside that rule. If it happens without notice and without minutes, we believe it is happening in violation of our own Bylaws, regardless of how informal or quick the exchange was.
We're not saying the underlying goal is unreasonable
We want to be fair here. Letting two Officers approve routine, already-budgeted expenses without convening the full Board for every minor purchase is not, on its face, an unreasonable thing for a Board to want. Many organizations build in exactly this kind of efficiency.
The issue isn't the goal. It's the mechanism. If the Board wants two Officers to be able to approve budgeted expenses without a full three-person discussion each time, the Bylaws already provide a path for that: written consent of all three Directors under Bylaws § 5.3, or simply ensuring the third Director is included and the notice requirements under § 5.1/§ 5.2 are actually followed each time this authority is used. What doesn't appear to work is quietly exempting a quorum from the meeting rules that quorum status is supposed to trigger.
What this means going forward
Every single time the Board President and Treasurer use this authority — however it happens, whether at a phone call, a quick conversation, a text, or an email approving an expense — that is a quorum of our Board acting. Under Bylaws § 5.4, that action should have included:
- Notice to the Secretary, as the third Director, consistent with §§ 5.1/5.2;
- Notice to Members at least 48 hours in advance, consistent with § 5.1 and A.R.S. § 33-1804; and
- An agenda item and resulting minutes, so there is a record of what was approved and when.
There is no lawful version of “the President and Treasurer approved it” that skips these steps. If those steps aren't happening — every time, not just sometimes — we believe every such approval is happening the same way the July 2023 legal letter did: two people making an Association-level decision, outside the process the Bylaws actually require, with no obligation to tell anyone until, or unless, someone asks.
Read the source documents yourself
We don't want you to take our word for any of this. Everything referenced above comes directly from:
- The August 13, 2026 meeting agenda and the motion as adopted — see the recording and transcript;
- The Association's Bylaws, Article 5, in full; and
- A.R.S. § 33-1804, Arizona's HOA open-meeting statute.
We encourage every homeowner to request their own copy of the Bylaws, read Article 5 for yourself, and reach your own conclusion about whether this motion is being applied the way it should be. Here's how to reach the board.
This page reflects the independent review and opinion of a McClellan Meadows homeowner, based on publicly available governing documents and the record of the August 13, 2026 meeting. It is not legal advice. If you believe any factual statement on this page is inaccurate, please contact us so it can be corrected.