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Quorum with executive director no voting rights

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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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Give the definition on RONR p. 345 I see no reasonable argument as to she could count towards the quorum.  She doesn't have a vote and is required to be at every Board meeting.

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5 hours ago, CB2 said:

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?

Yes, it is obviously correct that someone who is not a member of the board does not count toward the quorum for board meetings.

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6 hours ago, CB2 said:

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?

And what do they say about it?   If the rules in RONR apply, quorum is the number of members (with the right to vote) that are needed to conduct most any business.  People who are not on the board don't count toward or against quorum of the board.

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