By state constitution, we are an 8 person, elected governing board of a public university. We hire the president. President is an exofficio member of the board without the right to vote (as set forth in state constitution). The state constitution describes who the governing board will consist of: "the board of each institution shall consist of eight members who shall hold office for terms of eight years and who shall be elected as provided by law". It doesn't say the board is 9 members (which would include the president). During every roll call, only the names of the 8 elected members of the board are called upon, never the president.
Our bylaws state "a quorum for business shall be five members of the Board. Whenever any vacancy shall occur by reason of death, resignation, or otherwise, a quorum for the transaction of business shall be a majority of the members of the Board then in office."
There are currently no vacancies. At a board meeting only 4 of the 8 voting members of the board were in attendance. the president (exoffico w/o the right to vote) asked that he be counted as a board member in determining a quorum to conduct business. Legal counsel agreed and meeting took place with several substantive actions being taken.
I thought the whole purpose of a quorum was to allow the ability to transact business... if you're an exofficio member without a right to vote, you're not able to transaction business, make motions, or vote, so how can that person be used in determining whether a quorum is present to transact business?