Quorum, when there are Board vacancies

[Guest Tara C]

If a Board consists of 7 voting members, a quorum would be 4 members. However, if the Board has 2 vacancies, is the quorum now 3? Or does a quorum remain 4?

[Richard Brown]

Unless your bylaws or some other superior rule provides otherwise, the quorum of the board will be based upon the number of actual living breathing members of the board at the time.  If the board normally has seven members but has two vacancies, a quorum as defined by RONR would be three members.  

For more information see RONR (12th Ed.), sections 40:5 and 44:9, particularly 44:9 (b) and the accompanying footnote. 

Edited December 1, 2021 at 09:08 PM by Richard Brown
Added last paragraph

[Gary Novosielski]

On 12/1/2021 at 3:21 PM, Guest Tara C said:

If a Board consists of 7 voting members, a quorum would be 4 members. However, if the Board has 2 vacancies, is the quorum now 3? Or does a quorum remain 4?

If the quorum is not a fixed number, but depends on a certain fraction of the members of the board, such as a majority (which appears to be what you're assuming), then the quorum is now three.

Empty chairs are not members of the board.

[Shmuel Gerber]

On 12/1/2021 at 5:23 PM, Gary Novosielski said:

Empty chairs are not members of the board.

Although empty suits might be. 🙂 

[Guest Tara C]

Thank you so much for your answers. I posed my hypothetical question to see if the quorum number would change, with 2 vacancies. We actually have 1 vacancy. Our Bylaws state: "A quorum shall constitute the next highest whole number of the voting members divided by two." So with 6 breathing members, would a quorum still be 4? Or 3?

[Gary Novosielski]

On 12/1/2021 at 7:36 PM, Shmuel Gerber said:

Although empty suits might be. 🙂 

Sadly, yes.

[Richard Brown]

On 12/2/2021 at 12:01 PM, Guest Tara C said:

Our Bylaws state: "A quorum shall constitute the next highest whole number of the voting members divided by two." So with 6 breathing members, would a quorum still be 4? Or 3?

I don’t know. You tell us. It’s your rule and it seems ambiguous to me.   My first interpretation was that the quorum would be three. However, I see how The provision can be interpreted to mean that either the number of Actual board members must be rounded up to the next whole number or that the result of dividing the number of directors by two shall be rounded up to the next whole number regardless of whether fractions are involved. 

I suggest that provision be amended to state simply that “a quorum of the board shall consist of a majority of the members of the board“.
 

 

[George Mervosh]

On 12/2/2021 at 1:19 PM, Richard Brown said:

I suggest that provision be amended to state simply that “a quorum of the board shall consist of a majority of the members of the board“.

Or don't say anything since RONR has it covered in 40:2 4)?

[Gary Novosielski]

On 12/2/2021 at 1:01 PM, Guest Tara C said:

Thank you so much for your answers. I posed my hypothetical question to see if the quorum number would change, with 2 vacancies. We actually have 1 vacancy. Our Bylaws state: "A quorum shall constitute the next highest whole number of the voting members divided by two." So with 6 breathing members, would a quorum still be 4? Or 3?

According to the rules for mathematical precedence, division is done before addition.

The voting members 6, divided by two is 3, and the next higher whole number is 4.

This is identical to a requirement of a majority of the members, which is the default rule in RONR.  So the language in the bylaws is redundant and pointless.  Unfortunately, bylaws authors often appear to love redundant and pointless language beyond all comprehension.

Good luck.

 

 

[Joshua Katz]

I have never (as a mathematician) used the phrase "next highest whole number" as others appear to be using it here. I would treat it, as Mr. Brown suggested, as "rounding up." Since 6/2 is 3, and there is nothing to round, I would say 3. However, 4 is attractive in that it happens to be the same as a majority.

[Gary Novosielski]

On 12/2/2021 at 1:54 PM, Joshua Katz said:

I have never (as a mathematician) used the phrase "next highest whole number" as others appear to be using it here. I would treat it, as Mr. Brown suggested, as "rounding up." Since 6/2 is 3, and there is nothing to round, I would say 3. However, 4 is attractive in that it happens to be the same as a majority.

There is nothing to round, at 3, so the next higher whole number is 4, the same as adding one.

The next higher whole number after 12 is 13.

 

[Shmuel Gerber]

On 12/2/2021 at 1:01 PM, Guest Tara C said:

Our Bylaws state: "A quorum shall constitute the next highest whole number of the voting members divided by two." So with 6 breathing members, would a quorum still be 4? Or 3?

 

On 12/2/2021 at 8:59 PM, Gary Novosielski said:

There is nothing to round, at 3, so the next higher whole number is 4, the same as adding one.

The next higher whole number after 12 is 13.

I agree. This seems to me by far the most likely meaning of that strangely worded provision. 

[Joshua Katz]

On 12/2/2021 at 8:59 PM, Gary Novosielski said:

The next higher whole number after 12 is 13.

 

Well, I'm not convinced everyone would agree (I agree there is nothing to round up, but 12 rounded up to the next whole number is 12), but I'd note it doesn't say next higher, but next highest. That can't be taken too literally as there is no "next highest." The highest number larger than 3 does not exist, or is aleph-naught, either way, it is not the number of people required for quorum.

[Gary Novosielski]

On 12/3/2021 at 6:33 AM, Joshua Katz said:

Well, I'm not convinced everyone would agree (I agree there is nothing to round up, but 12 rounded up to the next whole number is 12), but I'd note it doesn't say next higher, but next highest. That can't be taken too literally as there is no "next highest." The highest number larger than 3 does not exist, or is aleph-naught, either way, it is not the number of people required for quorum.

I'd agree if the term "rounding" had been referred to, but just naming the next integer in sequence would be 13.  It appears that the drafters had been looking for a pretentious way to specify what can be simply referred to as a majority.