What consitutes a quorum when positions are vacant

[Guest Karen Irving]

Our bylaws define a quorum as more than 50% (ie a majority) of the members. By law, we are supposed to have 12 members. Thus, a quorum would be 7. However, 2 of our members have resigned. Do we calculate the quorum based on the actual remaining number of members or on the number of members we are supposed to have?

[hmtcastle]

Our bylaws define a quorum as more than 50% (ie a majority) of the members. By law, we are supposed to have 12 members. Thus, a quorum would be 7. However, 2 of our members have resigned. Do we calculate the quorum based on the actual remaining number of members or on the number of members we are supposed to have?

A quorum is typically based on the number of actual members, not the number of potential members.

[Guest Ben Del Vecchio]

In arriving at a quorum can you round

example

we need 2/3 of the board for a quorum

if we have 12 that makes 8

as one member resigned, our total is 11 and 2/3 = 7 and 1/3 members

is that 8 or can we round it?

[David A Foulkes]

In arriving at a quorum can you round

example

we need 2/3 of the board for a quorum

if we have 12 that makes 8

as one member resigned, our total is 11 and 2/3 = 7 and 1/3 members

is that 8 or can we round it?

8. You round up, especially when counting votes too.

[hmtcastle]

In arriving at a quorum can you round

example

we need 2/3 of the board for a quorum

if we have 12 that makes 8

as one member resigned, our total is 11 and 2/3 = 7 and 1/3 members

is that 8 or can we round it?

If you need at least 7.33 members, you'll need 8 (unless you can find a third of a member to show up).

See also FAQ #5.