Quorum

[Guest Mike Z.]

We have a twelve (12) member board and our bylaws stipulate that a majority of the board shall constitute a quorum. Therefore, a quorum is a minimum of seven (7) board members. This past year, we have had a vacancy for the entire year and have had only eleven (11) board members seated for the year. Since the maximum number of board members available to attend a meeting was eleven, should the majority for a quorum be based upon 12 board members (7 for a quorum) or 11 board members (6 for a quorum)?

[Chris Harrison]

I think that depends on the EXACT language in the bylaws defining a quorum and how many members the Board has/can have. 

[Rob Elsman]

The quorum is based on the number of voting members. If there are eleven voting members, the quorum will be six members until the vacancy is filled.

[Alexis Hunt]

2 minutes ago, reelsman said:

The quorum is based on the number of voting members. If there are eleven voting members, the quorum will be six members until the vacancy is filled.

Unless the bylaws state otherwise.

[Rob Elsman]

Alexis Hunt, you might benefit from reading Mr. Gerber's introduction to this forum. Doing so will relieve you of the burden of making this response, which applies to every thread.

[Gary Novosielski]

5 hours ago, Guest Mike Z. said:

We have a twelve (12) member board and our bylaws stipulate that a majority of the board shall constitute a quorum. Therefore, a quorum is a minimum of seven (7) board members. This past year, we have had a vacancy for the entire year and have had only eleven (11) board members seated for the year. Since the maximum number of board members available to attend a meeting was eleven, should the majority for a quorum be based upon 12 board members (7 for a quorum) or 11 board members (6 for a quorum)?

Based on your paraphrase of what you believe the bylaws say, you would now seem to have 11 members, and a majority of 6. 

My answer might change if I knew the precise language.  

[Richard Brown]

14 hours ago, reelsman said:

The quorum is based on the number of voting members. If there are eleven voting members, the quorum will be six members until the vacancy is filled.

 

14 hours ago, Alexis Hunt said:

Unless the bylaws state otherwise.

 

14 hours ago, reelsman said:

Alexis Hunt, you might benefit from reading Mr. Gerber's introduction to this forum. Doing so will relieve you of the burden of making this response, which applies to every thread.

Mr. Elsman, with all due respect, I think Ms. Hunt was correct... or at least not out of line... to add her caveat "unless the bylaws state otherwise".   We add that caveat regularly, especially in cases such as this one, where the bylaws often DO specify a different threshold for the quorum.  We want to emphasize to the original poster that he or she must check the bylaws carefully for such a provision.  WE know that is important, but our new members and guest posters often do not.

I also do not think that Mr. Gerber's "Read this first" post addresses the issue at all.  Some of us add such a provision to the boilerplate at the bottom of our posts (which often goes unread), but we still state it explicitly in our responses when we believe it prudent to do so. 

I see nothing wrong with Ms. Hunt's post.

[Rob Elsman]

There's nothing incorrect about it. But, I think she can spare herself the trouble of repeating it ad nauseam in every thread.

This caution, taken from the official website, www.robertsrules.com, is relevant to all threads on this forum:

CAUTION:
The answers given here to the questions presented are based upon the rules contained in Robert's Rules of Order Newly Revised. These rules are, in effect, default rules; that is to say, they govern only if there are no contrary provisions in any federal, state, or other law applicable to the society, or in the society's bylaws, or in any special rules of order that the society has adopted. This fact must always be kept in mind when reading any of the answers given.

Edited July 6, 2019 at 06:05 PM by reelsman

[Guest Mike Z.]

Thank you all for your responses.

Mr. Novosielski; if I paraphrased I did not do so intentionally, so for clarity, please see below. These are taken directly, word for word, from the bylaws.

Article IV Section 2: "The board shall consist of twelve members: president, president-elect, vice president, secretary, treasurer, immediate past president, and six directors".

Article IV Section 7: "A majority of the board shall constitute a quorum".

Article IV Section 8: "Should a vacancy occur in any office of the Chapter, the board shall by two-thirds affirmative votes of the board's membership fill such vacancy by appointment of a member eligible by all other criteria for the duration of the unexpired term".

We did not have a president-elect and were unsuccessful in finding a member to fill the vacancy. 

[Rob Elsman]

The election should not have been abandoned. Although it might be likely that multiple rounds of voting are required, the election continues, even if several meetings are necessary to complete it. The two-thirds vote required is unfortunate, since the election might be prolonged even more.