Quorum

[Guest Deborah C]

We have a situation where our entire board of directors is not always available to attend meetings.  It was asked: Can we make a "quorum" be whatever number of members are in attendance?  In other words, if only 7 of our 15 member board attend, can the "quorum" number be set at 7?

I've also read that even with a 15 member board, we can, in our bylaws, set a quorum at 10, or whatever number we want it to be.  Is that correct?

Thanks,

[Josh Martin]

34 minutes ago, Guest Deborah C said:

We have a situation where our entire board of directors is not always available to attend meetings.  It was asked: Can we make a "quorum" be whatever number of members are in attendance?  In other words, if only 7 of our 15 member board attend, can the "quorum" number be set at 7?

I've also read that even with a 15 member board, we can, in our bylaws, set a quorum at 10, or whatever number we want it to be.  Is that correct?

Yes, the bylaws may prescribe the quorum for the board. If no quorum is specified, the default is a majority of the board members (which would be 8 for your board, assuming you have no vacancies). If this is too high for your board, the society can and should set a more appropriate quorum in the bylaws, which could be expressed as a set number of members, or as a proportion of the number of members of the board (or a combination thereof). RONR suggests that the quorum be set at "as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions." (RONR, 11th ed., pg. 346)

If you wish, you can even provide in your bylaws that the quorum shall be the number of members in attendance, as one of your members suggested. This would mean, however, that if only one board member shows up, he has the full power of the board... so I would not advise this course of action. The quorum requirement exists for a reason.