Quorum Question

[pdevline]

Due to the recent office resignation of our President and the succession of the VP to President, we now have two vacancies on the Executive Board, VP and Budget & Finance. In advance of our next board meeting, where at least one position (VP) will be filled, I would like to qualify a question regarding a quorum.

Our by-laws state that the board consists of the five members of the Executive Committee (Pres, VP, Treasurer, Secr., and Budget & Finance), the three Chairs of the Standing Committees (Membership, PR & Marketing, and Technology), and the IPP.

Ideally the board should have 9 members (5+3+1), but due to the vacancies, the present board, until the positions are filled, is now only 7 (3+3+1).

Would a quorum be based on the 9 count (min 5 present) or the 7 count (min 4 present)? The latter being due to actual vacancies not lack of attendance.

Thanks in advance.

[J. J.]

It depends largely on what the bylaws say regarding setting the quorum.

In general, a quorum of a body with a fixed membership is a majority of the members at the time (p. 336).

[hmtcastle]

Would a quorum be based on the 9 count (min 5 present) or the 7 count (min 4 present)?

Typically (though exceptions are possible) the quorum is based on the number of actual members, not the number of potential members. This accounts not only for vacancies but for the possibility that one member might hold more than one office, thereby reducing the total number on the board.

For example, your immediate past president might also happen to be the chair of a standing committee, thereby filling two "slots" on the board. Of course your rules might prevent this but in many organizations it's a distinct possibility.

Further, you should know that many on this forum think it unwise to grant the immediate past president any ex-officio status and you only have to observe this forum for a few weeks (or use your imagination) to see why.

[pdevline]

Further, you should know that many on this forum think it unwise to grant the immediate past president any ex-officio status and you only have to observe this forum for a few weeks (or use your imagination) to see why.

I have also gotten that idea from reading the forum topics. It's one of the many items up for discussion. A rewrite of our by-laws are long overdue with all the automation and rearranging that's gone on over the past 3 years. At this point they're antiquated and some topics are obsolete.

Thanks for the reply and suggestions.

[Gary Novosielski]

Our by-laws state that the board consists of the five members of the Executive Committee (Pres, VP, Treasurer, Secr., and Budget & Finance), the three Chairs of the Standing Committees (Membership, PR & Marketing, and Technology), and the IPP.

Yes, but what do your bylaws say about a quorum?

Do they say a quorum is five? Do they say a quorum is a majority of the members of the board?* Do they say something else?

In interpreting such language, the word "members" means actual living breathing persons who hold those seats at the moment.

__________

* This is the choice if your bylaws are silent on the quorum for board meetings. Vacancies would then reduce the quorum.