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Quorum


Torri

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  • 1 month later...

Your council's constitution might cover this situation in a place you haven't looked, so be sure to read your constitution thoroughly.  One of our organization's bylaws says our Board of Directors is "composed of 5 persons" and another says the quorum is "a majority of the DIrectors."  If no other bylaw is relevant, then it might be reasonable to say the quorum reduces to 2 after two Directors resign. (2 is a majority of the remaining 3.)  But we have another bylaw that says "Vacancies in the Board shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum of said Board."  The clause at the end of that bylaw implies the quorum of our Board is fixed at 3 (a majority of 5), and is not a majority of the remaining members. (If our Board quorum were a majority of the remaining Directors, that clause would be pointless, because a majority of the remaining Directors could never be less than a quorum.)

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