Quorum Question

[Guest Kris]

Our bylaws state that the Exec. Board will consist of Pres., Vice Pres., Secretary, Treasurer, 2 up to 10 elected officials (currently have 10) and all permanent committees (21 stated in bylaws). All this equals 35. It also states that at any Exec. Board meeting a majority will constitute a quorum. So this would tell me we need at least 18 to make a quorum for business correct? Now....out of all the above we have multiple people holding multiple positions except the (2-10 elected officials). Does this then change the total of 35 by whatever number of positions held by multiple people? Meaning if say four people hold 2 positions and one holds three...does this then drop the 35 down to 29 meaning we would need 15 for a quorum? We are trying to fill these positions as quick as possible, but to me you can't count one person multiple times if they hold multiple spots. Just want to make sure we are doing thig correct.

 

Thanks.     

[Joshua Katz]

I would regard quorum as a majority of 29, i.e. 15. 

[Weldon Merritt]

Unless your bylaws say otherwise (which I assume they do not), you count people, not positions. 

[Guest Kris]

Thank you gentlemen.

 

 

[Gary Novosielski]

On 1/2/2024 at 10:46 AM, Guest Kris said:

Our bylaws state that the Exec. Board will consist of Pres., Vice Pres., Secretary, Treasurer, 2 up to 10 elected officials (currently have 10) and all permanent committees (21 stated in bylaws). All this equals 35. It also states that at any Exec. Board meeting a majority will constitute a quorum. So this would tell me we need at least 18 to make a quorum for business correct? Now....out of all the above we have multiple people holding multiple positions except the (2-10 elected officials). Does this then change the total of 35 by whatever number of positions held by multiple people? Meaning if say four people hold 2 positions and one holds three...does this then drop the 35 down to 29 meaning we would need 15 for a quorum? We are trying to fill these positions as quick as possible, but to me you can't count one person multiple times if they hold multiple spots. Just want to make sure we are doing thig correct.

 

Thanks.     

It has been said that one counts heads, not hats.  A member who wears more than one hat still has but one head.

[Josh Martin]

On 1/2/2024 at 9:46 AM, Guest Kris said:

Our bylaws state that the Exec. Board will consist of Pres., Vice Pres., Secretary, Treasurer, 2 up to 10 elected officials (currently have 10) and all permanent committees (21 stated in bylaws).

Do you perhaps mean to say "and the chairs of all permanent committees"?

On 1/2/2024 at 9:46 AM, Guest Kris said:

It also states that at any Exec. Board meeting a majority will constitute a quorum.

Please quote exactly what the bylaws say on this matter.

On 1/2/2024 at 9:46 AM, Guest Kris said:

So this would tell me we need at least 18 to make a quorum for business correct?

I think that will depend on the specific wording in the bylaws and (possibly) on the specific facts.

On 1/2/2024 at 9:46 AM, Guest Kris said:

Now....out of all the above we have multiple people holding multiple positions except the (2-10 elected officials). Does this then change the total of 35 by whatever number of positions held by multiple people? Meaning if say four people hold 2 positions and one holds three...does this then drop the 35 down to 29 meaning we would need 15 for a quorum?

Generally, a quorum is determined based on the number of members the board has, not the number of positions. If the board only has 29 people, then the board only has 29 members, and a majority will be 15.

It would be helpful, however, to know the exact language the bylaws use to define quorum.

On 1/2/2024 at 9:46 AM, Guest Kris said:

We are trying to fill these positions as quick as possible, but to me you can't count one person multiple times if they hold multiple spots.

I agree.

[Guest Kris]

Thank you Josh.

 

Yes I did mean Chairs of all permanent committees.

Exact wording in book.....At a meeting of the Board of Directors, a majority shall constitute a quorum.

Let me know if you need anyht9ng further.

[Gary Novosielski]

On 1/3/2024 at 3:10 PM, Guest Kris said:

Let me know if you need anyht9ng further.

I think the question is whether you need anything further.  A majority is more than half of the (living, breathing) members.  Do you have additional questions?

[Josh Martin]

On 1/3/2024 at 2:10 PM, Guest Kris said:

Exact wording in book.....At a meeting of the Board of Directors, a majority shall constitute a quorum.

Thank you. Based on these additional facts, I stand by my previous response.

[Guest Kris]

Thank you all. I appreciate your comments. We have a few that seem to want to go by total positions versus actual bodies.

 

No further questions.