Office holder dies - Still counts for a quorum?

[DavidWC]

One of the Officers in our organization recently passed away. He held the Office of "Past-President". Our other offices are President, Vice-President, Secretary, Treasurer, and 6 Directors. These other offices are elected and can also be filled by a vote of the Board if an officers dies (although the VP moves into the office of President). We have no means to fill the office of "Past-President" until our next election when the former President becomes the "Past-President". What does Robert's Rules say about a quorum regarding a now vacant position that we can not fill? I'm inclined to say we do not include a position we can not fill when trying to reach a quorum.

Our By-laws state, "A majority of serving Board members shall constitute a quorum at any Board meeting."

David

[Bruce Lages]

I don't think it matters what RONR says because your bylaws say "A majority of serving Board members shall constitute a quorum at any Board meeting", and I'm entirely certain that a deceased officer can not and does not qualify as a 'serving' board member.

[Josh Martin]

On 4/20/2023 at 9:08 PM, DavidWC said:

One of the Officers in our organization recently passed away. He held the Office of "Past-President". Our other offices are President, Vice-President, Secretary, Treasurer, and 6 Directors. These other offices are elected and can also be filled by a vote of the Board if an officers dies (although the VP moves into the office of President). We have no means to fill the office of "Past-President" until our next election when the former President becomes the "Past-President". What does Robert's Rules say about a quorum regarding a now vacant position that we can not fill? I'm inclined to say we do not include a position we can not fill when trying to reach a quorum.

Our By-laws state, "A majority of serving Board members shall constitute a quorum at any Board meeting."

I don't think it has anything to do with whether the position can be filled, and I don't think it's necessary to turn to RONR because your bylaws have their own rules pertaining to quorum. (Although for what it's worth, the rule in your bylaws is essentially the same as the rule in RONR.)

Your bylaws provide that "A majority of serving Board members shall constitute a quorum at any Board meeting." A vacant position (regardless of why the position is vacant or whether the vacancy can be filled) is not a "serving board member." So I agree with you that this position is not included in determining the quorum, but in my opinion, that's not specific to the Past President. I believe the same would be the case if another office was vacant.

I would also note that members of this forum, myself included, generally recommend against having a "Past President" position on the board.

[Rob Elsman]

Although bylaws may be silent about the continued voting membership of a deceased person, I would opine, simply as a matter of common sense, that any reference in a rule to a person means a living person for purposes of the parliamentary law. However, I would invite any deceased parliamentarian to tell me differently.

[DavidWC]

Thanks Josh. What you say makes sense. If on the other hand our By-laws said something like "elected positions" rather than "serving Board members", then maybe (?) a quorum would include those who have passed away and the position is un-filled.

Regarding "I believe the same would be the case if another office was vacant" might be debatable in our situation. Our By-laws say "Directors shall number up to 9". Personally I do not like the "up to". We currently have 6 Directors with 3 vacant seats.

I too agree that having a "Past President" position is not recommended. That position in our organization goes back to about 1974 just prior to our second election of Officers. Nobody wanted to be elected to the Office of the President so the organization created "Past President" to "help" a newly elected President. There would have been other ways to help but that's what they wanted. At this time I'm trying to convince our Board to remove that position. Now is the time to do it. Where we're located, NYS Non-profit corporation laws prevent abolishing a position while a position is filled.

Rob E. - Makes perfect sense.

 

David

[Josh Martin]

On 4/21/2023 at 11:16 AM, DavidWC said:

If on the other hand our By-laws said something like "elected positions" rather than "serving Board members", then maybe (?) a quorum would include those who have passed away and the position is un-filled.

Conceivably, yes, the quorum could be written in such a manner that it was based on a proportion of the total positions on the board. The quorum could also be written as a fixed number. In either of those cases, vacancies would not affect the quorum. Although the "elected positions" language might be problematic for a board where the number of elected positions is variable.

On 4/21/2023 at 11:16 AM, DavidWC said:

Regarding "I believe the same would be the case if another office was vacant" might be debatable in our situation.

I do not agree that it is debatable. "A majority of serving Board members shall constitute a quorum at any Board meeting." A vacant office is not a serving board member. In my view, the rule is unambiguous, and a majority of the actual board members is required for a quorum. It does not matter which office is vacant or why the office is vacant.

On 4/21/2023 at 11:16 AM, DavidWC said:

Our By-laws say "Directors shall number up to 9". Personally I do not like the "up to". We currently have 6 Directors with 3 vacant seats.

Based on these facts, the board currently has ten serving board members (the President, VP, Secretary, Treasurer, and six Directors), a majority of which is six.

I agree with you that the "up to" language is problematic and it is preferable to provide for a fixed number of directors, but I don't think that issue affects the quorum.

[Rob Elsman]

Even if a bylaw used the "elected positions" with reference to the quorum requirement, I would opine that the "elected positions" refer only to persons who are living, just as a matter of common sense.  I suppose one might prop up a corpse in a chair (a la Pope Formosus at the Cadaver Synod in St. John Lateran Basilica, Rome, 897), but I do not think that is what is generally meant in a bylaw.

[Gary Novosielski]

On 4/21/2023 at 4:43 PM, Rob Elsman said:

Even if a bylaw used the "elected positions" with reference to the quorum requirement, I would opine that the "elected positions" refer only to persons who are living, just as a matter of common sense.  I suppose one might prop up a corpse in a chair (a la Pope Formosus at the Cadaver Synod in St. John Lateran Basilica, Rome, 897), but I do not think that is what is generally meant in a bylaw.

I presume he mostly abstained.

[Josh Martin]

On 4/21/2023 at 3:43 PM, Rob Elsman said:

Even if a bylaw used the "elected positions" with reference to the quorum requirement, I would opine that the "elected positions" refer only to persons who are living, just as a matter of common sense.

Seems reasonable enough.

RONR appears to use the term "fixed membership" when the desired intent is to refer to the total possible number of members, whether the positions are filled or not, although as previously noted, this seems difficult in a board where the membership is not, in fact, fixed. Using a specific number might be simpler.

[Guest Chad]

I had a board member pass away without knowing he had passed. From what I read in many cases, membership ceases upon death so the death of one member would reduce the total number of members by one. This could possibly reduce the number needed for quorum by one, like if the new number is now an odd number.

[Dan Honemann]

On 4/23/2023 at 3:17 PM, Guest Chad said:

I had a board member pass away without knowing he had passed.

Maybe someone should tell him.

[Gary Novosielski]

On 4/23/2023 at 6:18 PM, Dan Honemann said:

Maybe someone should tell him.

Ehhh, what's the upside?  I don't see how knowing would help him much.