Determining a quorum when vacancies exist

[Tim Gates]

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?

 

[Gary Novosielski]

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

[Tim Gates]

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.

[Gary Novosielski]

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

[Tim Gates]

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.

 

[Josh Martin]

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

[Richard Brown]

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.

[Gary Novosielski]

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.