Quorum

[jenmanley]

Hi, I'm new and have a question. Our board calls for 9 members and for 5 to be the quorum. We have had two board members quit. Does our quorum remain the same (5), since our bylaws say it is 5...or is it less, since we now are minus two members. (Hopefully we'll get two soon...but until then...we're not sure what our quorum is).

Thanks,

[tctheatc]

If your bylaws specify the number 5, then that's your answer. You might want to consider changing that bylaw language and specify a majority, a lower number, or say nothing and leave it to RONR (in which case it'd be a majority).

[gregory]

Would oggie be wise to change the verbiage of their bylaws to

read something like...

"A majority of the Members of the Executive Board shall constitute a quorum for the purpose of conducting business"

[Gary c Tesser]

Would oggie be wise to change the verbiage of their bylaws to

read something like...

"A majority of the Members of the Executive Board shall constitute a quorum for the purpose of conducting business"

It's a good idea, Gregory, yes. But that's the basic rule anyway -- so the bylaws should be better off not mentioning it at all. Unless, that is, a majority of the actual sitting members is often unattainable ... in which case, the bylaws should specify a number, or a fraction (perhaps put as a percentage), that usually, reliably, will show up.

[Kim Goldsworthy]

Our board calls for 9 members and for 5 to be the quorum.

We have had two board members quit.

Does our quorum remain the same (5), since our bylaws say it is 5...or is it less, since we now are minus two members. (Hopefully we'll get two soon...but until then...we're not sure what our quorum is).

Since you are dealing with a customized quorum rule of the organization, and not dealing with the default quorum rule of Robert's Rules of Order, then it is risky to give opinions on a rule you failed to quote in full.

But, assuming the plain-vanilla wording, like "five [people]" and nothing more, then to answer your question, "No, it is not less" than your rule's specific number, per anything in Robert's Rules of Order.

That is, the quorum threshold does not "float" if your rule fixes the quorum at an integer.

This is in contrast to the default quorum rule in Robert's Rules of Order, which does float, as it specifies "a majority", which generates a number which will vary up/down as vacancies occur, and as vacancies are filled, for a board. (For the general membership, it isn't "vacancies" which triggers the float, but attrition and recruitment which triggers the float.)

I will add that some organizations do both. Their quorum rule has two choices, an integer as well as a percentage, "whichever is lesser/greater". -- E.g., "... shall be ten members or ten percent of the membership, whichever is lesser."

In such a case, the "float" will only occur when total membership rises/falls above/below a certain level.

Maybe you should amend your bylaws and go that route, if your vacancy problem is a recurring problem.

[jenmanley]

Thanks, everybody. I see a change in bylaws coming.

[David A Foulkes]

Thanks, everybody. I see a change in bylaws coming.

And quick, before 3 more resign!!

[Tim Wynn]

I will add that some organizations do both. Their quorum rule has two choices, an integer as well as a percentage, "whichever is lesser/greater". -- E.g., "... shall be ten members or ten percent of the membership, whichever is lesser."

Maybe you should amend your bylaws and go that route, if your vacancy problem is a recurring problem.

Since the organization is have trouble understanding the meaning of "5," I shutter to think what they'll do with this. :-)