quorum

[Guest Board Treasurer]

Board is 24 members, which is 13 for quorum. One member suspended for year - given permanent "excused absence," cannot attend or participate in meetings or any part of governance. Cannot vote. Does that mean quorum count should be for 23 members, or 12 to make quorum?

Thank you for any response.

 

[Richard Brown]

On 11/6/2023 at 10:09 AM, Guest Board Treasurer said:

Board is 24 members, which is 13 for quorum. One member suspended for year - given permanent "excused absence," cannot attend or participate in meetings or any part of governance. Cannot vote. Does that mean quorum count should be for 23 members, or 12 to make quorum?

Thank you for any response.

 

No, the quorum is not reduced during the period of this member’s suspension or absence unless your own rules or controlling state law specify to the contrary. If the rules in RONR are controlling, this member is still a member of the board. Therefore, the quorum remains at 13.

[Dan Honemann]

On 11/6/2023 at 11:17 AM, Richard Brown said:

No, the quorum is not reduced during the period of this member’s suspension or absence unless your own rules or controlling state law specify to the contrary. If the rules in RONR are controlling, this member is still a member of the board. Therefore, the quorum remains at 13.

But he is no longer a "member" as defined in 1:4, is he?

[Guest Guest Board Treasurer]

On 11/6/2023 at 8:33 AM, Dan Honemann said:

But he is no longer a "member" as defined in 1:4, is he?

Yes, according to 1:4, person is no longer a member.

[Dan Honemann]

On 11/6/2023 at 11:38 AM, Guest Guest Board Treasurer said:

Yes, according to 1:4, person is no longer a member.

I agree, and so I think that, at least for now, the presence of 12 members will constitute a quorum.

[Richard Brown]

On 11/6/2023 at 10:33 AM, Dan Honemann said:

But he is no longer a "member" as defined in 1:4, is he?

Good point. I agree that pursuant to the rules in RONR the member is probably not considered “a member“ during the period of his suspension If he is actually under suspension and prohibited from exercising the rights of membership  in this case, a bit of confusion was introduced because the OP says that the member has been granted an “excused absence“ from attending meetings. That would indicate he is not under suspension, but has simply been excused from attending meetings. 

But if the member is indeed under suspension and prohibited from attending or participating in meetings, I would agree that during the period of his suspension he is not considered a member pursuant to 1:4 of RONR (12 th Ed.) and would not be considered a member for quorum purposes, causing the membership of the board to be reduced to 23 and the quorum to 12. 
 

[Gary Novosielski]

On 11/6/2023 at 11:09 AM, Guest Board Treasurer said:

Board is 24 members, which is 13 for quorum. One member suspended for year - given permanent "excused absence," cannot attend or participate in meetings or any part of governance. Cannot vote. Does that mean quorum count should be for 23 members, or 12 to make quorum?

Thank you for any response.

 

Exactly how is the quorum for board meetings defined in your bylaws?  Or are your bylaws silent on board quorum?

If the default value of a majority of members is controlling, then I concur that for the time being the quorum is reduced to 12.