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Establishing a quorum

Guest Betty F

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Guest Betty F

I have a Three questions

1.)  establishing a quorum, we are supposed to have a "special" meeting on a teleconference, which notification was sent out. We have a relatively small board and don't meet more than 3 times a year. However, there are things that came up that have to be addressed and fixed. What is the number of Board Member we have to have to establish a quorum? We have 8 out of 12 Board members that can participate in the teleconference. 

2.) Can there be votes of any kind or are we limited, we have a few items that need to be addressed? 

3.) We have a member that says we can do email voting, that's not really what I get from this bylaw? What is your take. 

Voting bylaws ~Voting shall be in person only, absentee voting or proxy shall not be allowed. Voting shall be by a voice vote, show of hands, rising vote, except that upon written request of ten members, the vote shall be taken by written secret ballot

Action by majority ~Except as otherwise expressly required by law or these bylaws, the act of a majority of the Directors present t a meeting at which a quorum is present shall be the act of the Board of Directors.

One bylaw states that action of the Board of Directors upon any matter is so urgently required that the calling of a special meeting is impractical, the President, or 5 members of the Board of Directors as a group, may authorize the taking of a mail ballot, vote by teleconference, or on-line discussions to such matter, affirmative action by the Board to result only upon two-thirds (2/3) vote of all members of the board.

It goes on....

Some of the bylaws are a little confusing and don't relate to special meetings so we are looking for some clarification in the matter. 

I assume some of these are standard RR 

Thank you for your help with this. 


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1)  A quorum would normally be a majority of the board members or 7 in your case, so 8 attendees would be fine (unless your bylaws say differently).

2)  In a special meeting, only the topics given in the call can be considered at the meeting.

3)  E-mail voting is only allowed if your bylaws specifically allow it.



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So we have 11 board members and then one executive director who is to attend every meeting of the board.

They are saying The executive director (She’s not on the board so she doesn’t have a vote) not count in establishing a quorum, is that factual because our bylaws only state how to establish a quorum does not say a nonvoting person doesn’t count?


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