Quorum After Resignation

[revtech]

We have a board consisting of 10 members. Recently for various reason 3 board members have resigned. We will nominate new replacements at our next meeting however, in the interim...

When their are 10 board members, a quorum is 6 present. Right?

With the resignations is the new quorum 4 (since there are 7 remaining members)?

Or does the quorum still consist of 6... our bylaws do not specify a minimum number of board members only a maximum (10).

Thanks

[David A Foulkes]

Do your bylaws specify a quorum for the Board? If not, the RONR default is a majority (more than half, that is) of voting members. When you have 10, a quorum would then be more than 5, so yes it would come up to 6. With 3 resignations having been accepted, a quorum of the remaining 7 would be more than 3 1/2, so it would end up at 4. The quorum is based on bodies, not seats.

However, if the resignations have not been accepted yet, those three are still on the board (at least for now), so your quorum would still be 6 (more than 5, that is).

[revtech]

Thanks David,

No our bylaws do not specify a quorum number...

We still need to accept the resignations... but thanks for confirming my understanding.

Do your bylaws specify a quorum for the Board? If not, the RONR default is a majority (more than half, that is) of voting members. When you have 10, a quorum would then be more than 5, so yes it would come up to 6. With 3 resignations having been accepted, a quorum of the remaining 7 would be more than 3 1/2, so it would end up at 4. The quorum is based on bodies, not seats.

However, if the resignations have not been accepted yet, those three are still on the board (at least for now), so your quorum would still be 6 (more than 5, that is).