Quorum for Board Meeting

[alfabch]

Our current bylaws contain the following statement regarding the number of members to make up a quorum at a BOD meeting.

"The quorum for a Board meeting shall be a majority of the board voting in person or by mail."

I'm reading it as a majority of the board, others say it is a majority of the board members at the meeting. Can someone clarify? Certainly something we need to address when we revise the bylaws.

Thanks.

[Chris Harrison]

With all due respect to the bylaws that provision is pretty much nonsensical. A quorum is how many members must be present at the meeting in order for the assembly to validly conduct business (RONR p. 345 ll. 3-7) and has nothing to do with voting.

[Guest Edgar]

Can someone clarify?

You can't make a silk purse out of a sow's ear.

[Trina]

Our current bylaws contain the following statement regarding the number of members to make up a quorum at a BOD meeting.

"The quorum for a Board meeting shall be a majority of the board voting in person or by mail."

I'm reading it as a majority of the board, others say it is a majority of the board members at the meeting. Can someone clarify? Certainly something we need to address when we revise the bylaws.

Thanks.

Well, as others have pointed out, the language is a mess. Your interpretation at least makes some sense; the alternate interpretation offered by the 'others' means that you basically would have no quorum requirement at all (if only one board member shows up at a meeting, he can do anything he wants, since one is a majority of one -- sounds absurd, doesn't it?). Maybe you can persuade others that your interpretation is more sensible.

Interpretation of the bylaws is the responsibility of the organization. RONR offers some useful principles of interpretation (pp. 588-591 in the 11th edition).

[Guest Mary]

I just have a question ... a quorum is established at the beginning of the meeting. In the middle of the meeting, a member requests to be excused. Now the quorum is still present after one requests to be excused, does the meeting have to come to a halt? or can it continue? (remember - still have quorum).

[Guest Edgar]

I just have a question ... a quorum is established at the beginning of the meeting. In the middle of the meeting, a member requests to be excused. Now the quorum is still present after one requests to be excused, does the meeting have to come to a halt? or can it continue? (remember - still have quorum).

If you have a quorum you have a quorum.

And anyone can leave a meeting without requesting to be excused. What if the request were denied? Do you think he'd have to stay?

[David A Foulkes]

.....does the meeting have to come to a halt?

Why do you think it would? Is there some vague idea of some rule that once you are at the meeting you must remain until it is adjourned?

[Guest Lynn]

If the board of directors have 5 how many make up a quorum?

[Chris Harrison]

If the board of directors have 5 how many make up a quorum?

Depends on how the bylaws define a quorum.

[David A Foulkes]

If the board of directors have 5 how many make up a quorum?

If your bylaws don't say, the RONR default would be a majority (more than 1/2) of the members. With 5 members on the board, that would be 3.

[Guest Lynn]

we have 5 board members one has resigned the other 4 had a meeting and had to vote on a motion it was a tie what should have been the outcome of that vote

[Chris Harrison]

With the exception of elections a tie vote defeats the motion because a majority of those who voted were not in favor of it.

[Chris Harrison]

If the board of directors have 5 how many make up a quorum?

we have 5 board members one has resigned the other 4 had a meeting and had to vote on a motion it was a tie what should have been the outcome of that vote

With the exception of elections a tie vote defeats the motion because a majority of those who voted were not in favor of it. However, as was noted in the first response of the thread a quorum is how many members must be present in order for the assembly to validly conduct business and has nothing to do with voting. Hopefully you aren't confusing apples with oranges.

[Gary Novosielski]

If your bylaws don't say, the RONR default would be a majority (more than 1/2) of the members. With 5 members on the board, that would be 3.

And if one of your members has resigned, then you have four members. Of course, a majority of four members is still three. But the point is that you count only living breathing members, not empty chairs.