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Quorum with resigned seats


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My trade organization consists of 7 board members and our organization is governed by Roberts Rules of order. We recently had 2 resignations at the board level as these companies resigned from the entire trade organization. Our by laws state that the board can nominate other members to fill the remaining term of these board members. They have not done that and are continuing on with 5 board members with 2 vacant spots. my question is that even though ther is no vote from those 2 spots, i would assume that they still need 4 members present to fufil quorum. they are telling me they only need 3.

Thanks for your help.

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"A majority of the Board of directors shall constitute a quorum for the transaction of business".

Under section 4 - Vacancies, it states "If a vacancy occurs, for whatever reason, it shall be the responsibility of the same class of Full members to elect a replacement of the term."

This action has not been performed, no had there ben any decision at the board level to "eliminate" those 2 seats.

Thank for your help.

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"A majority of the Board of directors shall constitute a quorum for the transaction of business".

Under section 4 - Vacancies, it states "If a vacancy occurs, for whatever reason, it shall be the responsibility of the same class of Full members to elect a replacement of the term."

This action has not been performed, no had there ben any decision at the board level to "eliminate" those 2 seats.

Thank for your help.

Your organization interprets its own bylaws, but there seems to be a rational basis for a quorum of 3 for a board with 5 members. It also seems that the board is not fulfilling its duties, of filling vacancies.

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"A majority of the Board of directors shall constitute a quorum for the transaction of business".

The wording seems slightly ambiguous, although I would note that the default is a majority of the current members. It is ultimately up to the organization to interpret its own Bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

Thanks very much. i am trying to get our by laws ammended to take the power back from the BOD and put it back into the members, so if I ammend the section dealing with quorum, maybe we can keep the quorum based on 7 seats rather than 5.

If that is your intent, a clearer wording would be "A quorum shall be a majority of the fixed membership of the board."

Keep in mind that this means if the board (for some reason) falls to three members, it will be impossible for the board to obtain a quorum. Whether that's a bug or a feature is in the eye of the beholder, I suppose.

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. . . a clearer wording would be "A quorum shall be a majority of the fixed membership of the board."

And an even clearer wording would be to specify the quorum as four members. If you change the size of the board you'll be amending the bylaws so you can change the quorum number at that time. Then you'll avoid the problem of people asking, "What the heck is the "fixed membership"?

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Thanks very much. i am trying to get our by laws ammended to take the power back from the BOD and put it back into the members, so if I ammend the section dealing with quorum, maybe we can keep the quorum based on 7 seats rather than 5.

Be careful with that. Under your scenario, suppose that 4 (of the 7) leave, resign, die, etc. If 4 is the required quorum, then you can not get a quorum to fill the vacancies.

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Be careful with that. Under your scenario, suppose that 4 (of the 7) leave, resign, die, etc. If 4 is the required quorum, then you can not get a quorum to fill the vacancies.

Well, based on what we've been told so far, the board doesn't fill the vacancy, it simply nominates a candidate for it, and it seems the intent may be to change it so that the board plays no role in filling vacancies.

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Well, based on what we've been told so far, the board doesn't fill the vacancy, it simply nominates a candidate for it, and it seems the intent may be to change it so that the board plays no role in filling vacancies.

Perhaps, but I interpreted "nominate" (based on the whole context) to mean fill the position. Perhaps the OP can elaborate/clarify.

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