Tim Gates Posted November 14, 2023 at 01:40 PM Report Share Posted November 14, 2023 at 01:40 PM In our organization, the Board of Directors is comprised of 12 elected/appointed officers. The requirement for a quorum is 2/3 of the BoD members. We currently have 3 vacancies of those 12. How is the quorum determined? 2/3 of the total (12) or the number of filled offices? Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 14, 2023 at 05:38 PM Report Share Posted November 14, 2023 at 05:38 PM (edited) On 11/14/2023 at 8:40 AM, Tim Gates said: In our organization, the Board of Directors is [composed] of 12 elected/appointed officers. The requirement for a quorum is 2/3 of the BoD members. We currently have 3 vacancies of those 12. How is the quorum determined? 2/3 of the total (12) or the number of filled offices? Presuming you have accurately quoted the bylaws, a vacancy is not a member. A member is a living breathing person. A vacancy is an office that has no member in it. So without seeing the actual language in the bylaws, I would guess that the quorum is two-thirds of the nine current members, i.e., six. Edited November 14, 2023 at 05:41 PM by Gary Novosielski Quote Link to comment Share on other sites More sharing options...
Tim Gates Posted November 15, 2023 at 02:06 PM Author Report Share Posted November 15, 2023 at 02:06 PM This is directly from the Constitution document: Section 5. Quorums A. One-fourth (1/4) of the membership shall constitute a quorum at any Department, Company or Special meeting. B. Two-thirds (2/3) of the Board of Directors shall constitute a quorum at a Board of Directors meeting. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 15, 2023 at 02:11 PM Report Share Posted November 15, 2023 at 02:11 PM (edited) The language of B. is poorly drafted, as it could be argued either way, but I continue to believe that the most likely interpretation is that the term "Board of Directors" comprises its living breathing members, and not its empty chairs. Ultimately, each organization must interpret for itself any ambiguities in its bylaws, considering them in the context of the entire document. Edited November 15, 2023 at 02:12 PM by Gary Novosielski Quote Link to comment Share on other sites More sharing options...
Tim Gates Posted November 15, 2023 at 02:19 PM Author Report Share Posted November 15, 2023 at 02:19 PM Thank you for your input. In a volunteer organization, positions become vacant throughout the year by virtue of folks resigning or changing their membership status. This is an ongoing issue since I became President 3 years ago. As President, I chair the BoD meetings and have to make the determination of quorum for the meetings. I have been basing the quorum from the FILLED positions. I have not had any questioning of my method thus far. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted November 15, 2023 at 02:50 PM Report Share Posted November 15, 2023 at 02:50 PM (edited) On 11/15/2023 at 8:19 AM, Tim Gates said: Thank you for your input. In a volunteer organization, positions become vacant throughout the year by virtue of folks resigning or changing their membership status. This is an ongoing issue since I became President 3 years ago. As President, I chair the BoD meetings and have to make the determination of quorum for the meetings. I have been basing the quorum from the FILLED positions. I have not had any questioning of my method thus far. I concur that 2/3 of the filled positions is the most reasonable interpretation of the rule in question. I'd also suggest that 2/3 is a ridiculously high quorum. I don't advise setting a quorum higher than a majority, except perhaps in very unusual circumstances. Edited November 15, 2023 at 02:51 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted November 15, 2023 at 03:44 PM Report Share Posted November 15, 2023 at 03:44 PM On 11/15/2023 at 8:50 AM, Josh Martin said: I'd also suggest that 2/3 is a ridiculously high quorum. I don't advise setting a quorum higher than a majority, except perhaps in very unusual circumstances. I agree that a quorum of 2/3 of the members is a somewhat high quorum requirement, with a majority being the norm, but I do not believe it is “ridiculously” high for a board of directors. Board members are generally expected to show up for meetings, whereas that is not so much the case with the general membership. For a board of 12 members, which is fairly common, a quorum of a majority of the members would be seven members, and a quorum of 2/3 of the members would be eight members – only one additional member. I do not think such a requirement is ridiculous. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 15, 2023 at 11:53 PM Report Share Posted November 15, 2023 at 11:53 PM On 11/15/2023 at 9:19 AM, Tim Gates said: I have been basing the quorum from the FILLED positions. I have not had any questioning of my method thus far. Sounds like success to me. The more you do it, the more it becomes "customary". Most hornet nests do just fine in an unpoked condition, anyhow. Quote Link to comment Share on other sites More sharing options...
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