Willie Watson

How to handle a Vacancy in Computing the quorum

6 posts in this topic

We have two vacancies on our Board that have yet to be filled. Where in RONR does it state how to handle a vacancy in computing the quorum (do we count the vacancies or are they excluded in computing the quorum)? Thanks!

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The answer depends on exactly what your bylaws say about a Quorum of the board. Please quote for us exactly, word-for-word, what the bylaws say about a quorum of the board. Don't paraphrase, quote exactly.

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2 hours ago, Richard Brown said:

The answer depends on exactly what your bylaws say about a Quorum of the board. Please quote for us exactly, word-for-word, what the bylaws say about a quorum of the board. Don't paraphrase, quote exactly.

Straying into bylaws interpretation, are we...

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Below is a direct quote from the bylaws ( and the word quorum is not mentioned anywhere else in our bylaws, I did a word check). Two of the Directors on the Board have not yet been replaced.

 

Section 8.7       Quorum

At least one-third (1/3) of the Board of Directors must be present to constitute a quorum for the conduct of business.

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Well, this one is straightforward at least. Your quoted language quite clearly refers to a fraction of the Board. The Board of Directors comprises its members, and empty chairs are not members. So you compute quorum based on the current number of members.

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4 hours ago, Alexis Hunt said:

Straying into bylaws interpretation, are we...

 

2 hours ago, Alexis Hunt said:

Well, this one is straightforward at least. Your quoted language quite clearly refers to a fraction of the Board. The Board of Directors comprises its members, and empty chairs are not members. So you compute quorum based on the current number of members.

It take it that you agree now that my question was appropriate and that an answer to the question is also appropriate? :)

BTW, I agree that based on the quoted provision from the bylaws, the quorum appears to be based on the current number of actual living, breathing members of the board and not on the total authorized membership of the board .

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