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  1. Greetings: Our Bylaws say our Board consists of 11 offices (President, Vice President, Secretary, Treasurer, Past President, and 6 Directors). Our quorum is defined as a "Majority of the Board". We recently had a Board meeting where we had only 5 Board members. I told the Board members present that we did not have a quorum. One of the Board member said, "We had 2 vacancies several months ago due to resignations, so we really have only 9 Board members so we have a quorum with 5 present". Our By-laws say "In the event of a resignation of any officer the vacancy shall be filled by a vote of the Board for the unexpired term of office". Because of our Board's lack of filling the two vacancies, I told the Board members I did not feel we should conduct business with less than a majority of the 11 that should be on the Board. I have read somewhere that Robert's Rules refers to counting actual people in office in determining a quorum, rather than the total number of offices. When our By-Laws say it is the Board's responsibility to fill a vacancy, I would rather count the number of offices and NOT the number of people in office. My reasoning is, if enough Board members resign (perhaps due to internal squabbling) and the remaining Board members do NOT fill the vacancies... maybe because some Board members have an ulterior motive... it should NOT give the remaining Board members the power to push something through with less than a majority of a full Board. So... what should I have done when we had 5 Board members present and have 9 of the 11 offices filled? BTW... Our Board members (other than filling a mid-term vacancy) are elected yearly by the members in our organization. If it got to the point where too many Board members resign and a quorum could never be achieved at a Board meeting, I would probably go to our members and call for a special election. Thanks - David
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