Kathryn Tanner Posted June 29, 2021 at 07:49 PM Report Share Posted June 29, 2021 at 07:49 PM Our non-profit has 12 board members. We meet in person every month. However, 3 of those members NEVER come to meetings; 2 live out of town and one just doesn't come. Do they have to be counted as members for the purpose of determining if we have a quorum present? Should be just ignore them and count ourselves as a 9-person board? Should we somehow change the description of board members to differentiate between those who can vote and need to be counted for quorum and those who are basically advisory? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted June 29, 2021 at 07:54 PM Report Share Posted June 29, 2021 at 07:54 PM (edited) 5 minutes ago, Kathryn Tanner said: Do they have to be counted as members for the purpose of determining if we have a quorum present? Yes. 5 minutes ago, Kathryn Tanner said: Should be just ignore them and count ourselves as a 9-person board? No. 5 minutes ago, Kathryn Tanner said: Should we somehow change the description of board members to differentiate between those who can vote and need to be counted for quorum and those who are basically advisory? The organization could amend the bylaws to change the classification and rights of board members and/or the definition of quorum to provide for such things if it wishes. Another solution would be to amend the bylaws to simply reduce the quorum requirement. Since the issue with two of the members is that they live out of town, another potential solution would be to amend the bylaws to authorize electronic meetings. Edited June 29, 2021 at 07:55 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 29, 2021 at 08:22 PM Report Share Posted June 29, 2021 at 08:22 PM One other option is to consider removing one or more of the three board members who do not attend meetings. This might be relatively easy or downright difficult, depending on your bylaws. Do your bylaws contain a provision for removing officers or directors? If so, what does it say? If the bylaws are silent on removing from office, what, EXACTLY do they say about the terms of office? More specifically, do they contain a statement that officers or directors serve until their successors are elected? Regardless, if you post the EXACT language from your bylaws about the terms of office, we might be able to offer a suggestion. Please post exactly what the bylaws say, don't paraphrase. You might also look at FAQ 20 on the main website for information that might be helpful in this regard. Scroll down to No 20. It's the last one. https://robertsrules.com/frequently-asked-questions/#faqs Quote Link to comment Share on other sites More sharing options...
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