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quorum


Guest Gloria

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Your board consists of 11 members.  Your By-laws state that a quorum for a Board meeting shall be a majority of the Board (6) plus the President or succeeding officer.  But what happens if one of the board positions in not filled -- thereby your board consists of 10 members -- does your majority of the Board drop to 5 plus the President or succeeding officer or does it remain at 6?

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If the quorum is a majority of the board and if the board (currently) consists of ten members, then a majority of ten is six. Which, you'll observe, is the same as a majority of eleven.

 

A majority, by the way, is more than half. So six is more than half of both ten and eleven. Five won't do it unless your board drops to nine members. Or eight.

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Your By-laws state that a quorum for a Board meeting shall be a majority of the Board (6) plus the President or succeeding officer.

 

Do you actually mean you need to have a majority (more than half) of the Board members as well as the President (or whoever the succeding officer - whatever that means - is) in order to have a quorum?  It sounds like even if the entire Board were present, if the President (or succeeding officer) is not present, that a quorum does not exist.

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David -- What that means is the majority of the Board plus the President.  If the President cannot make the meeting, then the vice president takes the president's place. Therefore, the majority of the board plus the vice president in place of the president who culd not make it.

 

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Do you actually mean you need to have a majority (more than half) of the Board members as well as the President (or whoever the succeding officer - whatever that means - is) in order to have a quorum?

 

Apparently Gloria is talking about your bylaws, not hers. So, in the immortal words of Mr. Elsman, you tell us.

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Therefore, the majority of the board plus the vice president in place of the president who could not make it.

 

And if neither the president or the vice-president can make it then all the board members in the world won't be enough for a quorum.

 

You might want to think about changing that rule.

 

Just sayin'.

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You're not. 

 

Even though you don't have a quorum, you should still call the meeting to order, elect a chair pro-tem (and perhaps a secretary pro-tem), and you may then proceed to do anything in RONR that meetings are permitted to do in the absence of a quorum. 

 

There aren't many, but one of them would be to reschedule the meeting, which it would be impossible to do if you didn't actually meet.

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