What constitutes a quorum?

[Guest Nancy]

Our board has 10 members. The Bylaws have been changed that a quorum of the board is 50% of the seated board members , not the previous 6 that was stated as needed to form a quorum. Is this a proper quorum by stating 50% instead of a stated number?

[Joshua Katz]

If it's what your bylaws say, then it is proper for your organization.  The RONR standard is a majority, which would be 6 in a board of 10.  But if your bylaws say the quorum is 50%, which is 5 (assuming all 10 are "seated" which is hopefully defined somewhere in your bylaws), then that's what it is.

[Richard Brown]

The quorum can be any number or percentage that your organization wants it to be.  Fifty percent is not a majority.  It is exactly half.  The definition of a majority is "more than half".  It's that simple.  Not 50 percent.  Not 51 percent.  Not 50 percent plus one.  But just plain "more than half".   However, majority is only the default quorum in RONR.  It can be whatever your organization wants it to be and can be expressed as a number or a percentage.

In your case, if there 10 "seated" board members (whatever that means), and your quorum is 50 percent, then five members is your quorum.  But, if your quorum is a majority of the members, rather than 50 percent, you would need six members for a quorum.

One advantage of using a percentage (or majority) of the SEATED members is that if you have vacancies, the number of seated members is reduced accordingly until vacancies are filled.  But with a fixed number as the quorum, you need that many members to be present regardless of how many vacancies you have. This can cause a real problem if several board members resign over some kind of squabble.  It can then become hard or impossible to obtain a quorum.