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Quorum


Guest Evelyn

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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?

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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.

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