Willie Watson Posted April 20, 2017 at 11:34 PM Report Share Posted April 20, 2017 at 11:34 PM We have two vacancies on our Board that have yet to be filled. Where in RONR does it state how to handle a vacancy in computing the quorum (do we count the vacancies or are they excluded in computing the quorum)? Thanks! Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted April 20, 2017 at 11:49 PM Report Share Posted April 20, 2017 at 11:49 PM The answer depends on exactly what your bylaws say about a Quorum of the board. Please quote for us exactly, word-for-word, what the bylaws say about a quorum of the board. Don't paraphrase, quote exactly. Quote Link to comment Share on other sites More sharing options...
Alexis Hunt Posted April 21, 2017 at 02:16 AM Report Share Posted April 21, 2017 at 02:16 AM 2 hours ago, Richard Brown said: The answer depends on exactly what your bylaws say about a Quorum of the board. Please quote for us exactly, word-for-word, what the bylaws say about a quorum of the board. Don't paraphrase, quote exactly. Straying into bylaws interpretation, are we... Quote Link to comment Share on other sites More sharing options...
Willie Watson Posted April 21, 2017 at 03:18 AM Author Report Share Posted April 21, 2017 at 03:18 AM Below is a direct quote from the bylaws ( and the word quorum is not mentioned anywhere else in our bylaws, I did a word check). Two of the Directors on the Board have not yet been replaced. Section 8.7 Quorum At least one-third (1/3) of the Board of Directors must be present to constitute a quorum for the conduct of business. Quote Link to comment Share on other sites More sharing options...
Alexis Hunt Posted April 21, 2017 at 04:16 AM Report Share Posted April 21, 2017 at 04:16 AM Well, this one is straightforward at least. Your quoted language quite clearly refers to a fraction of the Board. The Board of Directors comprises its members, and empty chairs are not members. So you compute quorum based on the current number of members. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted April 21, 2017 at 07:05 AM Report Share Posted April 21, 2017 at 07:05 AM 4 hours ago, Alexis Hunt said: Straying into bylaws interpretation, are we... 2 hours ago, Alexis Hunt said: Well, this one is straightforward at least. Your quoted language quite clearly refers to a fraction of the Board. The Board of Directors comprises its members, and empty chairs are not members. So you compute quorum based on the current number of members. It take it that you agree now that my question was appropriate and that an answer to the question is also appropriate? BTW, I agree that based on the quoted provision from the bylaws, the quorum appears to be based on the current number of actual living, breathing members of the board and not on the total authorized membership of the board . Quote Link to comment Share on other sites More sharing options...
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