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Quorum


Don Little

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If a Board position is vacant does it still count as a position in figuring a quarum?

Example: If the board has eight members and the Secretary position is vacant and a meeting is held is a quarum then 4 not 5 because the Secretary position is vacant.

The quorum will typically be calculated on the number of members, not seats. The RONR default is a majority (more than half), so for seven members you would need at least 3 1/2 members at a meeting to conduct business.

What do your bylaws say is the quorum definition/calculation?

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If a Board position is vacant does it still count as a position in figuring a quarum?

Example: If the board has eight members and the Secretary position is vacant and a meeting is held is a quarum then 4 not 5 because the Secretary position is vacant.

The answer depends on how your bylaws define a quorum.

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The By Laws says 9 trustees, if there is a vacant position does it reduce the number for a quarum form 5 to 4?

As I said before the answer depends on how your bylaws define a quorum. Just saying how many trustees there should be doesn't necessarily help us answer your question. How do your bylaws define a quorum? Can you give us the EXACT wording?

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As I said before the answer depends on how your bylaws define a quorum. Just saying how many trustees there should be doesn't necessarily help us answer your question. How do your bylaws define a quorum? Can you give us the EXACT wording?

... and if the bylaws don't define the quorum for the board, it's a majority of members, and a majority of 8 (or 9) is 5.

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  • 10 months later...

What if the by laws states that a quarum is 5 and there is only 5 elected positions?

If the bylaws give a specific number for quorum, that number of members must be present. What you describe is (obviously) a risky way to define quorum, as you're dead in the water if a single member is absent, or if a single position falls vacant.

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What if the by laws states that a quarum is 5 and there is only 5 elected positions?

It might be a good idea to amend the bylaws to remove the stipulation for a quorum, leaving the default as noted in RONR (assuming that to be your adopted parliamentary authority) to be a majority of members. Thus, with 5 filled positions, your quorum would be 3 members, allowing for two absences at meetings and still retain the ability to conduct business. With one position vacant (4 members, then) your quorum is still 3, but you could survive a single absence at meetings.

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