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Our Board is calling a Special meeting to accept the resignation of two Board members. The two resigning members will not attend. Originally we were 13 on the Board. Now we only have 11. If we have six members of the remaining Board present, do we have a Quorum to accept the resignations and conduct other business?

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Our Board is calling a Special meeting to accept the resignation of two Board members. The two resigning members will not attend. Originally we were 13 on the Board. Now we only have 11. If we have six members of the remaining Board present, do we have a Quorum to accept the resignations and conduct other business?

I don't know what your quorum is. Check the bylaws to see if it is stated there.

If your quorum for board meetings is a majority, you will need 7 to transact any business, including accepting resignations.

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Exactly what do the By-laws state about quorum. However, assuming the default found in RONR (a majority of members) you would require 7 members to attend as 7 is more than half of 13, and the two resigning members are still members until the resignations are accepted.

Also, the wording of the By-laws is important after the resignations are accepted, but before the two vacancies are filled depending on whether quorum is based on the total number of Board members (13, assuming you don't have any other vacancies) or on the total number of positions that are occupied.

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Also, the wording of the By-laws is important after the resignations are accepted, but before the two vacancies are filled depending on whether quorum is based on the total number of Board members (13, assuming you don't have any other vacancies) or on the total number of positions that are occupied.

I don't even know where to begin but I suspect I may have to dust off my Canadian-American dictionary. Again.

DPAnCQ

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