Guest Austin Posted July 16, 2014 at 02:13 PM Report Share Posted July 16, 2014 at 02:13 PM Our bylaws state a majority of the members of the executive board shall constitute a quorum. We have 3 filled positions. My mentor says 3 is the quorum by using the half plus one rule, 1.5 plus 1 = 2.5, which is 3. I believe 2 should be the quorum. 2 is a majority of 3. Which is it? Link to comment Share on other sites More sharing options...
George Mervosh Posted July 16, 2014 at 02:24 PM Report Share Posted July 16, 2014 at 02:24 PM Our bylaws state a majority of the members of the executive board shall constitute a quorum. We have 3 filled positions. My mentor says 3 is the quorum by using the half plus one rule, 1.5 plus 1 = 2.5, which is 3. I believe 2 should be the quorum. 2 is a majority of 3. Which is it? A majority is more than half. There is no plus 1 rule. 2 is a majority in your case. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted July 16, 2014 at 03:45 PM Report Share Posted July 16, 2014 at 03:45 PM Our bylaws state a majority of the members of the executive board shall constitute a quorum. We have 3 filled positions. My mentor says 3 is the quorum by using the half plus one rule, 1.5 plus 1 = 2.5, which is 3. I believe 2 should be the quorum. 2 is a majority of 3. Which is it? The half-plus-one "rule" is actually a persistent misconception. It doesn't exist. A majority is any number that is strictly greater than half. Two is greater than 1.5, so two is a majority of three. It also happens to be 2/3 of three, so it's enough to pass a 2/3 vote requirement, if it comes to that. Link to comment Share on other sites More sharing options...
DrEntropy Posted July 16, 2014 at 03:48 PM Report Share Posted July 16, 2014 at 03:48 PM See also:http://www.robertsrules.com/faq.html#4 Link to comment Share on other sites More sharing options...
Flowerpower Posted July 16, 2014 at 06:58 PM Report Share Posted July 16, 2014 at 06:58 PM I know my input here might be considered more philosophical, so feel free to delete if it is out of order. I might add that 3 elected members to any Board is not ideal, and that this organization should seek to increase their Board to 4 positions through splitting the secretary/treasurer position, or if that is not a solution (unable to attract a suitable person), then add 1 or 2 directors or members at large. We see organizations with small boards and then also a CEO. The CEO carries out the business of the organization, but as an employee, without a vote on the Executive Board. Since your bylaws state quorum is a majority of the members of the Executive Board, one might possibly ask: What is the preferred size of your Executive board? You say you have three filled positions, but did you have more positions still left unfilled? Is the statement in the bylaws assuming you have 4 or 5 board members, or even more? Is the organization comfortable with only 2 board members deciding issues/business? While having only 3 positions filled, the organization may be able to continue to operate (which is important), but it might not be ideal for the actual Board if all members are not equally committed to the cause or finding it difficult to attend meetings. So that is something to consider. We can think of all kinds of scenarios where there can be misuse of power or coercion in a meeting of 2, can you not? If this was my organization, I would say Quorum (if there are only 3 positions available to be filled) = 3. (not based on a majority of members, but based on the fact that 3 is really the minimum you should have deciding things for an organization (where money is involved).We all can dredge up a story of having to a hold a meeting with 2, making a motion, seconding the motion, both agreeing, then after the meeting calling the 3rd absent member up and getting their vote. Then I would also say something regarding voting and what is required to pass resolutions.Some Boards agree they will not move ahead on any issue unless they have 100% agreement. They may table it, study it some more, get more information, work on raising more funds till they are comfortable. In other words, they try and build consensus first, and make sure they have done their homework and the facts are clear. I can recall being a Board of 1 - that was an experience never to be repeated, even though one could say I got the job done. Link to comment Share on other sites More sharing options...
Edgar Guest Posted July 16, 2014 at 09:07 PM Report Share Posted July 16, 2014 at 09:07 PM Some Boards agree they will not move ahead on any issue unless they have 100% agreement. . . . In other words, they try and build consensus first, and make sure they have done their homework and the facts are clear. I'm afraid the C-word is not very popular here in RONR-Land. See also p.l (that's p.50 in the Roman numeral section in the front of the book). Note especially the statement that "a requirement of unanimity can be a form of tyranny". Link to comment Share on other sites More sharing options...
Gary Novosielski Posted July 16, 2014 at 10:37 PM Report Share Posted July 16, 2014 at 10:37 PM Then I would also say something regarding voting and what is required to pass resolutions.Some Boards agree they will not move ahead on any issue unless they have 100% agreement. They may table [postpone] it, study it some more, get more information, work on raising more funds till they are comfortable. In other words, they try and build consensus first, and make sure they have do]ne their homework and the facts are clear. I have long since resolved never to join an organization that used such a procedure, because life is a finite resource. The rules in RONR are far superior. And it is those rules, and not the consensus rules of Happyland, that are the subject of this forum Link to comment Share on other sites More sharing options...
Guest Is it a quorum Posted July 29, 2014 at 06:16 PM Report Share Posted July 29, 2014 at 06:16 PM So my question regarding this similar topic is this: if the entire executive board is supposed to consist of 9 total members( including the president) what happens when enough people resign and there are only 3 left on the board? Are they able to reach a quorum to conduct business, when the by-laws state that a majority of the executive board must be present? I guess in short, does a quorum mean the majority of positions "filled" , or the majority of the total number of positions on the board, which in this case would be 9? Link to comment Share on other sites More sharing options...
Edgar Guest Posted July 29, 2014 at 06:24 PM Report Share Posted July 29, 2014 at 06:24 PM I guess in short, does a quorum mean the majority of positions "filled" , or the majority of the total number of positions on the board, which in this case would be 9? The answer will depend on the precise wording of your bylaws (not a paraphrased excerpt). Click here for a possible answer. For future reference, this forum works best if new questions are posted as a new topic, even if you find an existing topic that seems similar. In other words, think of this as "Austin's post". Which is not to say that your search of existing topics isn't appreciated. Link to comment Share on other sites More sharing options...
Guest tlortonob@gmail.com Posted October 14, 2014 at 06:55 PM Report Share Posted October 14, 2014 at 06:55 PM By laws call for 3 members. One member's term expired over a year ago. An election was never held, yet that "expired" member continued to attend and vote on matters. Were all these transactions "out of order"???? .... or were they OK? Thanks. Link to comment Share on other sites More sharing options...
Richard Brown Posted October 14, 2014 at 07:17 PM Report Share Posted October 14, 2014 at 07:17 PM By laws call for 3 members. One member's term expired over a year ago. An election was never held, yet that "expired" member continued to attend and vote on matters. Were all these transactions "out of order"???? .... or were they OK? Thanks.Did you not see Edgar Guest's post that is directly above yours? PLEASE, post your question as a new topic! Link to comment Share on other sites More sharing options...
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