Guest Evelyn Posted October 18, 2012 at 10:02 PM Report Share Posted October 18, 2012 at 10:02 PM The Board is constituted with 13 members. The by-laws denotes 7 as a quorum. Two Board members resign and the seats are not yet filled. Does the quorum go down in number to six? Link to comment Share on other sites More sharing options...
Guest Edgar Posted October 18, 2012 at 10:15 PM Report Share Posted October 18, 2012 at 10:15 PM Does the quorum go down in number to six?if the bylaws say "7" you need seven. If the bylaws say "a majority" you now need six (assuming, of course, that the resignations were accepted). Link to comment Share on other sites More sharing options...
David A Foulkes Posted October 18, 2012 at 10:15 PM Report Share Posted October 18, 2012 at 10:15 PM If your bylaws say 7 is the quorum, then 7 it is. If the bylaws say something else leading to think that 7 is the magic number, then it depends on what they say. Link to comment Share on other sites More sharing options...
Guest Henry Posted October 18, 2012 at 10:16 PM Report Share Posted October 18, 2012 at 10:16 PM Not if the bylaws specifically say seven is the quorum. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 19, 2012 at 06:07 PM Report Share Posted October 19, 2012 at 06:07 PM The by-laws denotes 7 as a quorum.Do they actually say 7? Or do they "denote" 7 by some other means? Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 19, 2012 at 11:42 PM Report Share Posted October 19, 2012 at 11:42 PM I'm trying to think if there's a way to say the same thing for the fifth time. Link to comment Share on other sites More sharing options...
jstackpo Posted October 19, 2012 at 11:55 PM Report Share Posted October 19, 2012 at 11:55 PM Don't you mean "5th time"? Link to comment Share on other sites More sharing options...
inquring mind Posted October 20, 2012 at 08:31 PM Report Share Posted October 20, 2012 at 08:31 PM I have a question related to this topic. Our bylaws state a quorum is "a majority of the board" Is the majority count based off of available seats or filled positions?Our org. has 13 seats. Two have resigned; their resignations accepted. Is a quorum then 7, based off of 13, or 6, based off of 11? Link to comment Share on other sites More sharing options...
David A Foulkes Posted October 20, 2012 at 08:34 PM Report Share Posted October 20, 2012 at 08:34 PM I have a question related to this topic. Our bylaws state a quorum is "a majority of the board" Is the majority count based off of available seats or filled positions?Our org. has 13 seats. Two have resigned; their resignations accepted. Is a quorum then 7, based off of 13, or 6, based off of 11?Did you read the first reply, post #2 by Edgar? Link to comment Share on other sites More sharing options...
inquring mind Posted October 20, 2012 at 08:46 PM Report Share Posted October 20, 2012 at 08:46 PM Yes, I did. It's not exactly on point with my question. Is the majority counted based off of available seats, or filled seats, if the bylaws just state majority of "board members" Link to comment Share on other sites More sharing options...
jstackpo Posted October 20, 2012 at 08:55 PM Report Share Posted October 20, 2012 at 08:55 PM Filled seats. They are filled by the only extant "members". See footnote on p. 403. Link to comment Share on other sites More sharing options...
Dan Honemann Posted October 21, 2012 at 11:47 AM Report Share Posted October 21, 2012 at 11:47 AM I have a question related to this topic. Our bylaws state a quorum is "a majority of the board" Is the majority count based off of available seats or filled positions?Our org. has 13 seats. Two have resigned; their resignations accepted. Is a quorum then 7, based off of 13, or 6, based off of 11? Is the majority counted based off of available seats, or filled seats, if the bylaws just state majority of "board members"Since your board now has only 11 members, the presence of 6 members will constitute a quorum unless a different quorum is provided for by your bylaws. RONR (11th ed.), page 347, lines 12-15.Is a different quorum provided for by your bylaws? I don’t know. You tell us that your bylaws provide that a quorum is "a majority of the board." Frankly, I’m not at all sure what this means, but then you tell us that the bylaws require only a majority of "board members."After you have looked at your bylaws more carefully, you should be able to answer your own question. If you can't, you probably need to amend your bylaws to remove the ambiguity. Link to comment Share on other sites More sharing options...
Tim Wynn Posted October 21, 2012 at 06:27 PM Report Share Posted October 21, 2012 at 06:27 PM Don't you mean "5th time"?Whatever comes after fourth. Link to comment Share on other sites More sharing options...
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