Guest Frankiegirl Posted October 10, 2022 at 02:00 PM Report Share Posted October 10, 2022 at 02:00 PM If our by laws state that the board is to nine members, can it function with only 5 elected and one temporary till the annual meeting where we elect a new board?? Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted October 10, 2022 at 03:09 PM Report Share Posted October 10, 2022 at 03:09 PM Provided a quorum is present at meetings, the board may continue to function until the vacancies are filled; however, if there are regular business meetings before the annual meeting, the vacancies should be filled without waiting for the annual meeting. Previous notice of elections to fill temporary vacancies is required. Quote Link to comment Share on other sites More sharing options...
Bruce Lages Posted October 10, 2022 at 03:21 PM Report Share Posted October 10, 2022 at 03:21 PM I'm not sure what you mean when you say that the board "is to nine members". Do you mean that the board is to consist of nine members, or is the board a variable size up to a maximum of nine members? In any event, as Mr. Elsman has stated, the board can function as a board as long as a quorum of members is present at a board meeting. Under the rules in RONR, a quorum will consist of a majority of the current membership, and in your case that can be a variable number, up to a maximum of five. Your rules could provide for a different quorum number, however, and you will need to look to your quorum rule to see if the presence of five elected members satisfy that requirement. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted October 10, 2022 at 09:59 PM Report Share Posted October 10, 2022 at 09:59 PM On 10/10/2022 at 10:00 AM, Guest Frankiegirl said: If our by laws state that the board is to nine members, can it function with only 5 elected and one temporary till the annual meeting where we elect a new board?? Adding to the existing replies: I'm not sure what you mean by a "temporary" member. If you mean someone who was elected/appointed to fill a previous vacancy on the board, they're simply a "member" like the other five "members", and their term ends when the term of the person they are replacing would have ended, unless your bylaws say otherwise. A board of nine members can almost certainly continue to function with six members (or even five) but any less than that, I'd suggest a close examination of the language in your bylaws that sets the quorum for board meetings. If there is nothing stated there, then the rule is that a quorum is a majority of the members of the board. If you have only six living, breathing, members, a majority of six is four. But if your bylaws specify something else, follow that rule (or come back and tell us what the language says.) Quote Link to comment Share on other sites More sharing options...
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