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Quorum?


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Our quorum is 50% + 1 of eligible voting Directors by our bylaws.

 

Our board composition is minimum 7 members and a maximum of 12 by our bylaws.

 

We currently sit at 6 directors having lost 6 since the last AGM.  The last one just resigned recently and our AGM is coming up within 6 weeks.

 

corporations laws have a few insights:

If a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles by reason of the disqualification, incapacity or death of any candidates,

the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

 

Notwithstanding subsection 109(3) but subject to subsections (3) and (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or minimum number of directors or from a failure to elect the number or minimum number of directors required by the articles.

  

 

 

 

If there is not a quorum of directors, or if there has been a failure to elect the number or minimum number of directors required by the articles, the directors then in office shall forthwith call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder. 

 

 

Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors, and, notwithstanding any vacancy among the directors,  a quorum of directors may exercise all the powers of the directors. 

 

My take is: 

If we have vacancies on the board, as long as we have a quorum we can transact business and appoint directors. 

 

If you do not have a quorum, all you can do is call a SGM. 

 

The quorum must be based on the minimum number of directors if the by-laws so state one (as ours do) or it is based on the fixed number of directors (ie when a corporations has 12 (and only 12) directors- not our situation).  So the quorum has to be based on 7 members as per our minimum number.  And has to be 50% +1 as our bylaws state.

 

The chair believes quorum is 4- ie 4/6 is 50%+1 of our 6 members, but some of us feel it is 5- ie 50% +1 of the minimum number of directors as per bylaws. 

 

Any thoughts from the knowledgeable people?

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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NEED INFO/ ANSWER

CAN A # OF EXISTING MBRS OF BOARD, FILL VACANCIES.......IE.  4 left, need to replace 3

we cant have usual required quorum...........as 1 of 5 is out of state for summer??

EM

 

Please post as a new topic. See here.

 

Edited to add: Is your question related to the one in this thread that you started? If so, please ask your question in that thread.

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If your bylaws says "eligible voting directors" then those are the number you should count.  Empty unfilled director positions are not "eligible voting directors"   

 

Do your bylaws actually say "50% + 1" ?  If so, then if you have six eligible voting directors, your quorum would be four.  If you had seven of them, your quorum would be 3.5 + 1 = 4.5, which would mean you could not conduct business with four, even though that is a majority of the board, and would be allowable under RONR, which requires only a majority.

 

But your bylaws take precedence, by requiring more than a majority.

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If we have vacancies on the board, as long as we have a quorum we can transact business and appoint directors. 

 

If you do not have a quorum, all you can do is call a SGM. 

 

The quorum must be based on the minimum number of directors if the by-laws so state one (as ours do) or it is based on the fixed number of directors (ie when a corporations has 12 (and only 12) directors- not our situation).  So the quorum has to be based on 7 members as per our minimum number.  And has to be 50% +1 as our bylaws state.

 

The chair believes quorum is 4- ie 4/6 is 50%+1 of our 6 members, but some of us feel it is 5- ie 50% +1 of the minimum number of directors as per bylaws. 

We can't answer any questions about corporate law, but so far as RONR is concerned, the board can indeed transact business and appoint directors so long as it has a quorum. RONR doesn't provide any exceptions to this rule to permit a board to call a meeting of the membership, but it may well be that the law in question provides for such an exception.

Additionally, so far as RONR is concerned, a quorum is based on the current number of directors, but your bylaws may provide otherwise.

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  • 1 month later...

Thanks!  #4 is on result of a vote.  Majority voting.  My question is on quorum number.

 

 

Thanks!  #4 is on result of a vote.  Majority voting.  My question is on quorum number.

I think the reference to #4 is to the RONR definition of a "majority" because (if you cite accurately) your organization has a different definition. 50%+1 is NOT the same as the RONR definition of more than half.

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