What Constitutes a Quorum with Vacancies

[Carol Austin]

My question is that a Board of originally five trustees is now two. Three vacanies exist.  The appointing body has not filled the vacanies yet. What now constitutes a quorum?

Per their policy "Meetings of the Board of Trustees generally shall be governed by Robert’s Rules of Order except where the Board has established its own rules of conduct. A majority of the Board membership shall constitute a quorum for a meeting of the Board".

With two trustees remaining and present at their meeting, I am looking for a reference in RONR to show that two will now be the quorum.  

I have looked at quorum and majority which is "the minimum number of members who must be present at the meeting of a deliberate assembly for business to be validly transacted is the quorum of the assembly.RONR Newly Revised page 21 lines 1-6.

Help!!!

Carol

 

[Hieu H. Huynh]

It is correct that a majority of two is two.

[Joshua Katz]

I do not believe there is a direct textual reference, but most of us here believe the answer is two: a majority of the living, breathing members of the board. 

[jstackpo]

1 hour ago, Joshua Katz said:

a direct textual reference,

Here is something mighty close if not expressed as a simple direct fact:  page 403 footnote in defining a "majority of the entire membership", as distinct from a "fixed membership".

[Richard Brown]

I don't have the page reference.... assuming it is RONR... but a quorum provision  can be based on the "fixed" number of members of a board (or a committee or of the membership) or, as I am used to seeing with regard to public bodies, a certain fraction "of the total authorized membership" of the board, committee, city council, legislature, etc.    That would mean that if a board is authorized to have seven members, and the quorum is a "majority of the full authorized membership of the board", the  quorum would be four members regardless of how many living, breathing members may be on the board at any given moment in time. 

[Joshua Katz]

But is there agreement on what it means when it just says majority, or leaves it to RONR? I thought I remembered some thinking it is still a majority of the authorized number when the board can fill its own vacancies, or something along those lines. 

[Gary Novosielski]

1 hour ago, Joshua Katz said:

But is there agreement on what it means when it just says majority, or leaves it to RONR? I thought I remembered some thinking it is still a majority of the authorized number when the board can fill its own vacancies, or something along those lines. 

I don't recall that, but I know that some organizations with a fixed quorum have bylaws which provide that vacancies may be filled by a vote of a majority of those directors remaining, even if less than a quorum.