Annual meeting

[John Ashley]

Do small Boards annual meetings require a Board quorum? (majority Board members = not less than 3 & not more than 9)

[Guest Who's Coming to Dinner]

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.

[John Ashley]

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.

[John Ashley]

could you identify yourself? Thank You

[Shmuel Gerber]

@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.

[Josh Martin]

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?

[Joshua Katz]

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.

[jstackpo]

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.

[Joshua Katz]

Good point. 19 people.

[Josh Martin]

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.

[Richard Brown]

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.

[Gary Novosielski]

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