John Ashley Posted January 9, 2019 at 05:50 PM Report Share Posted January 9, 2019 at 05:50 PM Do small Boards annual meetings require a Board quorum? (majority Board members = not less than 3 & not more than 9) Quote Link to comment Share on other sites More sharing options...
Guest Who's Coming to Dinner Posted January 9, 2019 at 06:01 PM Report Share Posted January 9, 2019 at 06:01 PM All meetings require a quorum in order to validly conduct business outside of a few procedural motions. Are you asking if there needs to be a quorum of the board at a meeting of the general membership? No, not under Robert's Rules. Quote Link to comment Share on other sites More sharing options...
John Ashley Posted January 9, 2019 at 06:38 PM Author Report Share Posted January 9, 2019 at 06:38 PM According to my bylaws, the majority of members on our Board is: not less than 3 & not more than 9. My Bylaws provide no information regarding the annual meeting under the Article VI Meetings of Directors. MY question: Do small Boards require a Board quorum at their annual meeting? For my HOA, meaning: not less than 3. Please email me your response: jrrashley@yahoo.com - Thank You. Quote Link to comment Share on other sites More sharing options...
John Ashley Posted January 9, 2019 at 06:42 PM Author Report Share Posted January 9, 2019 at 06:42 PM could you identify yourself? Thank You Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted January 9, 2019 at 06:50 PM Report Share Posted January 9, 2019 at 06:50 PM @John Ashley Note: I merged your two posts into one. You might not get any responses by email, but you can follow this topic and choose to receive an email update whenever a new response is posted. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted January 9, 2019 at 07:09 PM Report Share Posted January 9, 2019 at 07:09 PM 1 hour ago, John Ashley said: Do small Boards annual meetings require a Board quorum? (majority Board members = not less than 3 & not more than 9) Yes. 31 minutes ago, John Ashley said: According to my bylaws, the majority of members on our Board is: not less than 3 & not more than 9. My Bylaws provide no information regarding the annual meeting under the Article VI Meetings of Directors. MY question: Do small Boards require a Board quorum at their annual meeting? For my HOA, meaning: not less than 3. Please email me your response: jrrashley@yahoo.com - Thank You. A quorum is a majority (more than half) of the current members of the board, unless your rules provide otherwise. So how many members does your board actually have at present? Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted January 9, 2019 at 08:28 PM Report Share Posted January 9, 2019 at 08:28 PM If a board has a meeting, any meeting, it needs to have a quorum in order to conduct business. If it's a meeting of something else, there need not be a quorum of the board, but there needs to be a quorum of the body that is meeting. I have no idea why the bylaws would define "majority," let alone why they would define it as being within a range. Regardless, if there is no definition of board quorum in the bylaws, and RONR is the parliamentary authority, then a quorum is a majority of the actual members of the board. Your bylaws can modify quorum, but they cannot change the definition of majority, so even if there are, say, 20 members, so that a majority is 10, that's what the quorum is. But it's possible something isn't coming across well in this communication. Quote Link to comment Share on other sites More sharing options...
jstackpo Posted January 9, 2019 at 10:05 PM Report Share Posted January 9, 2019 at 10:05 PM 1 hour ago, Joshua Katz said: ...definition of majority, so even if there are, say, 20 members, so that a majority is 10... Oops, a majority ("more than half") of 20 is 11, not 10. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted January 9, 2019 at 10:13 PM Report Share Posted January 9, 2019 at 10:13 PM Good point. 19 people. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted January 9, 2019 at 11:25 PM Report Share Posted January 9, 2019 at 11:25 PM 2 hours ago, Joshua Katz said: If a board has a meeting, any meeting, it needs to have a quorum in order to conduct business. If it's a meeting of something else, there need not be a quorum of the board, but there needs to be a quorum of the body that is meeting. I have no idea why the bylaws would define "majority," let alone why they would define it as being within a range. Regardless, if there is no definition of board quorum in the bylaws, and RONR is the parliamentary authority, then a quorum is a majority of the actual members of the board. Your bylaws can modify quorum, but they cannot change the definition of majority, so even if there are, say, 20 members, so that a majority is 10, that's what the quorum is. But it's possible something isn't coming across well in this communication. I suspect that the clause the OP is referring to defines the total size of the board, which is a fairly common provision, and does not define a majority or the quorum, since defining either of these things as “not less than 3 & not more than 9” makes no sense. A quorum logically contains only a minimum number, and defining a majority in this manner is even more absurd. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted January 10, 2019 at 03:23 PM Report Share Posted January 10, 2019 at 03:23 PM 15 hours ago, Josh Martin said: I suspect that the clause the OP is referring to defines the total size of the board, which is a fairly common provision, and does not define a majority or the quorum, since defining either of these things as “not less than 3 & not more than 9” makes no sense. A quorum logically contains only a minimum number, and defining a majority in this manner is even more absurd. I agree. That was my thought from the beginning. So, unless the bylaws define a quorum differently, it would be a majority of the actual living, breathing members currently on the board. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted January 11, 2019 at 01:18 AM Report Share Posted January 11, 2019 at 01:18 AM (edited) On 1/9/2019 at 12:50 PM, John Ashley said: Do small Boards annual meetings require a Board quorum? (majority Board members = not less than 3 & not more than 9) I have to say that it's unusual to have an Annual Meeting of the board, which typically meets more frequently. When I see the term Annual Meeting, it usually applies to an Annual General Meeting, which is a meeting of all members of the society and often handles business such as the election of officers. These meetings are not board meetings at all, and so the quorum requirement for board meetings would not be the appropriate rule to apply. It's not impossible to have an Annual Board Meeting, but I'd like to clarify that this is really what we're talking about. Edited January 11, 2019 at 01:19 AM by Gary Novosielski Quote Link to comment Share on other sites More sharing options...
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