wwdslovene Posted October 8, 2014 at 06:04 PM Report Share Posted October 8, 2014 at 06:04 PM Our board has a total of 19 members. We meet today and expect a large number of absences. Assuming that we have a quorum, people on the board have three proxies. Do I assume correctly that those proxies do not constitute being present, i.e. part of the necessary quorum?A second question: Our Bylaws require that the total membership on directors on the board cannot fall below15. Can we still legally meet and conduct business if we have less than 15? Do Roberts Rules provide a way around this? Link to comment Share on other sites More sharing options...
Edgar Guest Posted October 8, 2014 at 06:07 PM Report Share Posted October 8, 2014 at 06:07 PM RONR doesn't endorse the use of proxies so the answers to any questions about them must be found elsewhere. As for vacancies on the board, they occur all the time. Without the business of the board grinding to a halt (as long as a quorum can still be obtained). The obligation is to fill them as soon as possible. What if your bylaws said that the board shall consist of nine members and one member died? Would the board be paralyzed? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 8, 2014 at 06:22 PM Report Share Posted October 8, 2014 at 06:22 PM Our board has a total of 19 members. We meet today and expect a large number of absences. Assuming that we have a quorum, people on the board have three proxies. Do I assume correctly that those proxies do not constitute being present, i.e. part of the necessary quorum?Maybe. RONR doesn't cover the rules on proxies, except for the rule that they are prohibited to the greatest extent permissible by law. A second question: Our Bylaws require that the total membership on directors on the board cannot fall below 15. Can we still legally meet and conduct business if we have less than 15? Do Roberts Rules provide a way around this?You can still legally meet. You may even be able to conduct business, if you have a quorum. But a minimum number of board members set in the bylaws is not to be construed as a quorum requirement. It is just a number below which you have to get busy and elect more board members. Link to comment Share on other sites More sharing options...
Josh Martin Posted October 9, 2014 at 01:10 AM Report Share Posted October 9, 2014 at 01:10 AM A second question: Our Bylaws require that the total membership on directors on the board cannot fall below 15. Do your bylaws actually say that the membership of the board "cannot fall below 15," or is that a paraphrase? I'm hoping the latter, and if so, I concur with the previous responses. If the bylaws actually include such an unusual wording, however, then I think this may be a question of bylaws interpretation. Link to comment Share on other sites More sharing options...
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