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Hi all, a quick question about quorum that a friend of mine and myself were discussing. 

Suppose a bylaw clause states, "Section #. Quorum. A majority of the Board of Directors shall constitute a quorum." 

Suppose further that there are 20 members of the Board of Directors and that 15 of them resigned partway through their term for whatever reason (these resignations are accepted). 

Suppose the bylaw provision regarding vacancies on the Board is, "Section # Directors. A vacancy in a position of elected director shall be filled by the Board until the next General Meeting. No vacancy shall be filled in the period commencing thirty (30) days prior to a General Meeting."

Does the quorum of the Board of Directors remain at half of the members on Board or half of the positions? So if there are only 5 of the 20 members of the Board and the other 15 positions are vacant, is quorum a majority of the remaining five remaining members or the total 20 positions?

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13 minutes ago, JustinPappano said:

Does the quorum of the Board of Directors remain at half of the members on Board or half of the positions?

It's a majority (more than half) of the current members of the board, not the number of positions.

14 minutes ago, JustinPappano said:

So if there are only 5 of the 20 members of the Board and the other 15 positions are vacant, is quorum a majority of the remaining five remaining members or the total 20 positions?

A majority of the remaining five members, which is three.

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14 minutes ago, JustinPappano said:

Does the quorum of the Board of Directors remain at half of the members on Board or half of the positions?

The general response on this forum has been that it refers to the current members of the board, unless it specifies the number of positions.

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1 minute ago, Josh Martin said:

It's a majority (more than half) of the current members of the board, not the number of positions

 

Just now, Atul Kapur said:

The general response on this forum has been that it refers to the current members of the board, unless it specifies the number of positions.

 

Thank you, gentlemen! I presumed this to be the case, although I wanted to be sure. 

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