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Vacancy when trying to achieve a quorum


DavidWC
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Greetings:

 

Our Bylaws say our Board consists of 11 offices (President, Vice President, Secretary, Treasurer, Past President, and 6 Directors). Our quorum is defined as a "Majority of the Board".

 

We recently had a Board meeting where we had only 5 Board members. I told the Board members present that we did not have a quorum.

 

One of the Board member said, "We had 2 vacancies several months ago due to resignations, so we really have only 9 Board members so we have a quorum with 5 present". Our By-laws say "In the event of a resignation of any officer the vacancy shall be filled by a vote of the Board for the unexpired term of office". Because of our Board's lack of filling the two vacancies, I told the Board members I did not feel we should conduct business with less than a majority of the 11 that should be on the Board.

 

I have read somewhere that Robert's Rules refers to counting actual people in office in determining a quorum, rather than the total number of offices. When our By-Laws say it is the Board's responsibility to fill a vacancy, I would rather count the number of offices and NOT the number of people in office. My reasoning is, if enough Board members resign (perhaps due to internal squabbling) and the remaining Board members do NOT fill the vacancies... maybe because some Board members have an ulterior motive... it should NOT give the remaining Board members the power to push something through with less than a majority of a full Board.

 

So... what should I have done when we had 5 Board members present and have 9 of the 11 offices filled?

 

BTW... Our Board members (other than filling a mid-term vacancy) are elected yearly by the members in our organization. If it got to the point where too many Board members resign and a quorum could never be achieved at a Board meeting, I would probably go to our members and call for a special election.

 

Thanks - David

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Greetings:

 

Our Bylaws say our Board consists of 11 offices (President, Vice President, Secretary, Treasurer, Past President, and 6 Directors). Our quorum is defined as a "Majority of the Board".

 

We recently had a Board meeting where we had only 5 Board members. I told the Board members present that we did not have a quorum.

 

One of the Board member said, "We had 2 vacancies several months ago due to resignations, so we really have only 9 Board members so we have a quorum with 5 present". Our By-laws say "In the event of a resignation of any officer the vacancy shall be filled by a vote of the Board for the unexpired term of office". Because of our Board's lack of filling the two vacancies, I told the Board members I did not feel we should conduct business with less than a majority of the 11 that should be on the Board.

 

I have read somewhere that Robert's Rules refers to counting actual people in office in determining a quorum, rather than the total number of offices. When our By-Laws say it is the Board's responsibility to fill a vacancy, I would rather count the number of offices and NOT the number of people in office. My reasoning is, if enough Board members resign (perhaps due to internal squabbling) and the remaining Board members do NOT fill the vacancies... maybe because some Board members have an ulterior motive... it should NOT give the remaining Board members the power to push something through with less than a majority of a full Board.

 

So... what should I have done when we had 5 Board members present and have 9 of the 11 offices filled?

 

BTW... Our Board members (other than filling a mid-term vacancy) are elected yearly by the members in our organization. If it got to the point where too many Board members resign and a quorum could never be achieved at a Board meeting, I would probably go to our members and call for a special election.

 

Thanks - David

 

General Robert would agree with you (Parliamentary Law, Q&A #365, p. 530). 

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On which point?  Not that the quorum remains at 6, is it?

 

Yes.

 

It seems clear to me that General Robert would agree with the OP's reasoning that "if enough Board members resign (perhaps due to internal squabbling) and the remaining Board members do NOT fill the vacancies... maybe because some Board members have an ulterior motive... it should NOT give the remaining Board members the power to push something through with less than a majority of a full Board."

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RONR (11th ed.), p 403, * (bottom of page -- footnote)

 

"In the case of a body having a fixed membership -- for example, a permanent board --- it is also possible to define a voting requirement as a majority of the fixed membership, which is greater than a majority of the entire membership if there are vacancies on the board.  Thus, in a board whose membership is fixed at 12, if 2 members have died and their successors have not been named, a majority of the entire membership is 6, and a majority of the fixed membership is 7.  Where a majority of the fixed membership is required for a decision, the body cannot act if half or more of the membership positions are vacant."

 

Does not talk about quorum, per say... but does talk about voting with board vacancies.

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Right, but...

 

The original poster (#1) quoted the association bylaw as defining a quorum as a "Majority of the Board", not the RONR default "Majority of the members of the Board"  --  p. 347.

 

The former definition, given the other numbers presented in the posting, results in a fixed quorum of 6 (a majority of 11); the latter results in a quorum of 5 ( a majority of the 9 extant members).

 

This is another fine example of why one should NOT rewrite RONR's rules, but leave the book's defaults in place.

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The original poster (#1) quoted the association bylaw as defining a quorum as a "Majority of the Board" . . . 

 

The former definition, given the other numbers presented in the posting, results in a fixed quorum of 6 (a majority of 11) . . . 

 

I think the term "majority of the board" can be reasonably interpreted to mean "majority of the board members".

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So... what should I have done when we had 5 Board members present and have 9 of the 11 offices filled?

In my opinion, the quorum for the board is a majority of the current members unless the bylaws clearly provide otherwise. Therefore, a quorum was present and the board could conduct business. Nonetheless, the vacancies should be filled as soon as possible.

Since no one raised an Appeal from your ruling, however, the ruling stands, and there is now a precedent that the phrase "majority of the board" in your bylaws refers to a majority of the fixed membership of the board. A member might still raise an Appeal when you make this same ruling in the future. In the long run, it would be best to amend the bylaws, one way or the other, so that there is no question on the subject.

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In my opinion, the quorum for the board is a majority of the current members unless the bylaws clearly provide otherwise. Therefore, a quorum was present and the board could conduct business. Nonetheless, the vacancies should be filled as soon as possible.

Since no one raised an Appeal from your ruling, however, the ruling stands, and there is now a precedent that the phrase "majority of the board" in your bylaws refers to a majority of the fixed membership of the board. A member might still raise an Appeal when you make this same ruling in the future. In the long run, it would be best to amend the bylaws, one way or the other, so that there is no question on the subject.

 

So you think the General got it wrong?

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It seems clear to me that General Robert would agree with the OP's reasoning that "if enough Board members resign (perhaps due to internal squabbling) and the remaining Board members do NOT fill the vacancies... maybe because some Board members have an ulterior motive... it should NOT give the remaining Board members the power to push something through with less than a majority of a full Board."

 

What if a majority of a full board is present but, due to vacancies, the quorum requirement can't be met (e.g. the quorum requirement is two-thirds of the board)? Is the General's objection to the lack of a majority or the lack of a quorum (in cases where the two are different)?

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From what I'm reading, is that the quorum is met, but due to some vacancies, still need that fixed number (post #6 for example) for majority vote.  If unable to meet that majority, the board wouldn't be able to get the required number to make decisions....

 

No. Do not confuse the quorum requirement with a voting requirement. A vote of 1-0 constitutes a majority vote no matter how many members are present (or absent).

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So you think the General got it wrong?

I'm a little puzzled about what the General is saying in the Q & A in question. Is he saying he quorum for a board is always a majority of the fixed membership, or only in circumstances where the board has failed to fill the vacancies for some time? Additionally, the Q & A seems to be dealing with an elected public body. Is that relevant to the answer provided?

From what I'm reading, is that the quorum is met, but due to some vacancies, still need that fixed number (post #6 for example) for majority vote. If unable to meet that majority, the board wouldn't be able to get the required number to make decisions....

The language quoted in Post #6 is not applicable unless the organization's rules require a vote of a majority of the fixed membership.

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I'm a little puzzled about what the General is saying in the Q & A in question. Is he saying he quorum for a board is always a majority of the fixed membership, or only in circumstances where the board has failed to fill the vacancies for some time? 

 

I think General Robert is rather clearly saying that a board which has the power to fill vacancies in its membership cannot reduce its quorum by neglecting its duty to fill vacancies immediately, and that, as a consequence, if such a board allows the number of its members to fall below its quorum by neglecting to fill vacancies as they arise, it will be unable to act (unless, of course, its governing documents make provision for such a contingency).

 

Additionally, the Q & A seems to be dealing with an elected public body. Is that relevant to the answer provided?

 

No, I don't think so. I think General Robert would have answered the question posed by DWC 121 in exactly the same way. That is, I think he would have said that a board such as the one referred to in post #1 cannot reduce its quorum by neglecting its duty to fill vacancies as they arise.

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Does this then become a question of intent?

 

If a board with 11 positions nefariously conspires not to fill the 2 vacancies, and continues in this vein for a significant period of time for the purposes of hindering business, that is a situation where the quorum remains as a majority of the positions.

 

But if there is good will, and an honest attempt to conduct business while 2 positions remain vacant, and the remaining 9 board members honestly seek to fill the vacancies as the bylaws provide, then the quorum is a majority of the (remaining) board members?

 

And deciding which scenario exists is an 'interpretation of the bylaws' scenario properly determined by the organization?

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Does this then become a question of intent?

 

If a board with 11 positions nefariously conspires not to fill the 2 vacancies, and continues in this vein for a significant period of time for the purposes of hindering business, that is a situation where the quorum remains as a majority of the positions.

 

But if there is good will, and an honest attempt to conduct business while 2 positions remain vacant, and the remaining 9 board members honestly seek to fill the vacancies as the bylaws provide, then the quorum is a majority of the (remaining) board members?

 

And deciding which scenario exists is an 'interpretation of the bylaws' scenario properly determined by the organization?

 

No, I don't think it's a question of intent.

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No, I don't think it's a question of intent.

 

A question of bylaws interpretation then?  What "a majority of the board" means will come down to the specific circumstances (including the specifics of vacancies in this case) and how the organization interprets them. Would that be right?

 

(I don't have the advantage of seeing the Q&A #365 you've referenced.)

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A question of bylaws interpretation then?  What "a majority of the board" means will come down to the specific circumstances (including the specifics of vacancies in this case) and how the organization interprets them. Would that be right?

 

(I don't have the advantage of seeing the Q&A #365 you've referenced.)

 

I'm afraid I can't do any better than I did in post #17 in attempting to explain what I think General Robert was telling us.

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A question of bylaws interpretation then?  What "a majority of the board" means will come down to the specific circumstances (including the specifics of vacancies in this case) and how the organization interprets them. Would that be right?

 

(I don't have the advantage of seeing the Q&A #365 you've referenced.)

 

Since the board has the ability to fill vacancies, under what good intentions would it be permissible for the board to not do so? Aside from people just refusing to serve on the board, I can think of none that don't give the impression that the board isn't filling the positions because it would dilute their voting power. And even in the case where people refuse to serve, it may be that the board is too large and should be reduced in size (not a board decision) or people have lost interest in the organization and the organization itself should be disbanded.

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