Quorum for a meeting, specifically a board meeting

[Guest Paul]

We have a small board; 4 executive and 3 committee.  What constitutes a quorum? A follow up; The Board size has changed recently now having 2 fewer exec committee members. Our bylaws state that a quorum is 5, which is based on the 9 original members. Can we change the bylaws without going to the whole association? In other words can we handle it as a function of "house keeping?"

[jstackpo]

Almost certainly NOT.   Check the bylaws as to who, what body, can amend the bylaws, and do it by the book.

[Richard Brown]

I agree with dr. Stackpole. If your bylaws say that a quorum is 5, then 5 it is until such time as you amend the bylaws. You must follow the procedure for amending the bylaws that is called for in the bylaws. There is no shortcut to that procedure

[Gary Novosielski]

On 9/18/2018 at 8:12 PM, Guest Paul said:

We have a small board; 4 executive and 3 committee.  What constitutes a quorum? A follow up; The Board size has changed recently now having 2 fewer exec committee members. Our bylaws state that a quorum is 5, which is based on the 9 original members. Can we change the bylaws without going to the whole association? In other words can we handle it as a function of "house keeping?"

Changing the quorum requirement is a substantial change--not merely "housekeeping".

So you will need to follow the procedure for a bylaws amendment to get rid of that provision.

However, to avoid having this problem again in the future, rather than specifying a number, change to bylaws to provide that the quorum is a certain fraction of the number of board members.  It sounds like the original intent was that the quorum would be a majority of board members, since 5 is a majority of 9.

If that's the case, the easiest course of action is to remove that language completely, and specify nothing about the quorum for board meetings, since a majority of members is already the default quorum in RONR, and does not need to be stated in the bylaws.  In either case, if the quorum is specified as, or defaulted to, a majority or other fraction of members, it would automatically adjust when the number of actual living, breathing, members of the board changes.