Bilaws and Number of Directors

[Guest Ronald Mambu]

Our bilaws require a minimum of 10 Directors. We currently have 9. A quorum for a meeting is a simple majority of Directors present at the meeting. Under Roberts Rules, if a quorum exists but we have less than the minimum number of Directors as specified by our bilaws, can the Board meet (assuming say 5 or more Directors are present) and take decisions? If not, what if 6 Directors are present?

[jstackpo]

"Majority of the directors" means more than half of the living breathing directors, so 5 is the magic number.

Try to fill the 10th position as hard as you can but do regular business anyway - perfectly OK.

But amend your bylaws to get rid of that "minimum of 10" requirement -- make the membership a fixed number; that way you will know how many vacancies you have at any particular time. Is there an upper limit in your current bylaws?

[David A Foulkes]

A quorum for a meeting is a simple majority of Directors present at the meeting.

I hope this isn't actually what the bylaws say ("a simple majority of Directors present at the meeting"). This wording means you will always have a quorum, even if only one Director shows up, thus empowering this one Director to adopt motions on his own.