Quorum

[Guest Libby Davis]

I am a member of a 501c3 organization.  We have 7 officers and 14 other board members.  Our quorum is 11.  Our chairman is trying to push through a special project and due to a few vacancies on the Board he  has changed our quorum.  Our bylaws are not specific on this.  Can he change our quorum due to vacancies?  He has also called a special meeting and invited outsiders to attend.  Is this allowed at a special called meeting?  Thanks in advance for your response.

[Joshua Katz]

When you say

On 2/14/2024 at 7:01 PM, Guest Libby Davis said:

Our quorum is 11.

are you saying that because that is a majority and RONR says the quorum is a majority? Or is there a bylaw provision setting the quorum?

 

On 2/14/2024 at 7:01 PM, Guest Libby Davis said:

 Is this allowed at a special called meeting?

As in all matteres, the assembly is in charge, not the chair. The assembly, unless there are applicable rules, can decide if it wants to allow visitors at its meeting. The chair can invite people, but the assembly is free to say no.

[Atul Kapur]

It will save time if you could quote exactly what the bylaws say about quorum for the board. Depending on the exact wording, quorum may be a fixed number or may change if there are vacancies.

[Guest Libby Davis]

On 2/14/2024 at 7:20 PM, Atul Kapur said:

It will save time if you could quote exactly what the bylaws say about quorum for the board. Depending on the exact wording, quorum may be a fixed number or may change if there are vacancies.

Our bylaw state “ At meetings of the Board, a quorum shall consist of a majority of its board members”.

[Joshua Katz]

It seems to me that this language, in accordance with the general rule, depends on the number of living, breathing board members, not positions. So when there are vacancies, the quorum will be lowered accordingly.

[Atul Kapur]

On 2/14/2024 at 7:01 PM, Guest Libby Davis said:

he  has changed our quorum.

I agree with @Joshua Katz. The chairman has not changed the quorum - your bylaws say that it is a majority of [the] board members. Empty seats are not members.

So, for example, if you have 4 vacancies, then the board has 17 members at this time and its quorum is 9.

[Guest Libby Davis]

So you are saying if it is the board’s responsibility to appoint or fill vacancies and they don’t do it they can change the quorum at any time.  Would you not find it odd that at our February 1st board meeting they operated with a quorum of 11 but due to trying to push this project through they changed the quorum 13 days later?  Not one thing has changed with the Board in this time period.

[Atul Kapur]

If there were vacancies (note the plural) on February 1, then the quorum wasn't 11 for that meeting. It was a majority of the number of board members in office at that time.

If the board has the authority to fill vacancies, it should do so as quickly as possible.

[Guest Libby Davis]

Examples 1 A public body has seven (7) members, therefore a quorum is four (4) members. If the same seven- member public body has two (2) vacancies, then there are only five (5) members serving on the public body. By default, a quorum is still measured as four (4) members.

[Guest Libby Davis]

Can you please provide the section of RR’s that state the information you are providing about adjusting a quorum due to vacancies 

[Dan Honemann]

On 2/15/2024 at 7:34 AM, Guest Libby Davis said:

Examples 1 A public body has seven (7) members, therefore a quorum is four (4) members. If the same seven- member public body has two (2) vacancies, then there are only five (5) members serving on the public body. By default, a quorum is still measured as four (4) members.

Why confuse matters by referring to a "pubic body", where the rules relating to quorums may well be entirely different than those applicable to your situation?

[Guest Libby Davis]

I am not trying to confuse matters- just trying to get info. We have operated with vacancies and we have never adjusted our quorum- we have always used majority of board positions.  Now with division among the board on this specific project- a special meeting has been called and they have adjusted the quorum- it just seems inappropriate.

[Dan Honemann]

On 2/15/2024 at 7:43 AM, Guest Libby Davis said:

Can you please provide the section of RR’s that state the information you are providing about adjusting a quorum due to vacancies 

RONR, (12th ed.) 1:4, 40:1

[Dan Honemann]

On 2/15/2024 at 8:32 AM, Guest Libby Davis said:

I am not trying to confuse matters- just trying to get info. We have operated with vacancies and we have never adjusted our quorum- we have always used majority of board positions.  Now with division among the board on this specific project- a special meeting has been called and they have adjusted the quorum- it just seems inappropriate.

The fact that something has been done incorrectly in the past does not mean that it should continue to be done incorrectly after the error has been discovered.  I doubt that you mean to imply otherwise.

[Joshua Katz]

On 2/15/2024 at 8:07 AM, Dan Honemann said:

Why confuse matters by referring to a "pubic body",

Indeed.

[Atul Kapur]

On 2/15/2024 at 8:32 AM, Guest Libby Davis said:

We have operated with vacancies and we have never adjusted our quorum- we have always used majority of board positions

All of us who have responded interpret your bylaws (the portion you have quoted) to say that this past behaviour was not correct according to your bylaws.

On 2/15/2024 at 8:32 AM, Guest Libby Davis said:

they have adjusted the quorum- it just seems inappropriate

It may seem that way, but this appears to be a proper application of your own bylaws. 

You may want to try postponing the controversial decision until after the vacancies are filled.

[Guest Libby Davis]

Upon further investigation- our constitution requires vacancies to be declared by the chair.  The vacancies have never been declared.  There is no roll call- attendance is taken by the secretary.  Board members are not aware of the vacancies.  If the vacancies have not been declared does this change the opinion on this forum?

[Gary Novosielski]

Well, that rule is not found in RONR, so this forum won't be familiar with its application.  If it is the duty of the chair to declare these vacancies, you could try raising a point of order that the chair has failed to do so, or simply adopt a motion directing the chair to do so.  But a lot depends on what your bylaws say, since this process is somewhat at variance with the rules in RONR.

[Atul Kapur]

On 2/16/2024 at 5:33 PM, Guest Libby Davis said:

Upon further investigation- our constitution requires vacancies to be declared by the chair.  The vacancies have never been declared.  There is no roll call- attendance is taken by the secretary.  Board members are not aware of the vacancies.  If the vacancies have not been declared does this change the opinion on this forum?

To steal and adapt what I said earlier: "It will save time if you could quote exactly what the constitution says" about this.

While you're in your governing documents, please also quote anything your bylaws say about director resignations and the filling of vacancies.

[Guest Libby Davis]

Article V section E of our constitution- 

Regular attendance at Board and Association meetings by all officers and directors is expected.  In the event of a board member’s  unexcused absence at three(3) consecutive board meetings, the Board, at its discretion, may act immediately to declare the position on the Board as vacant.  All such vacancies may remain intact until the Board’s next regularly scheduled election, or until the Board, at its discretion, may act to fill the vacancy with an active member receiving approval from the majority of the Board members.  The term for the newly filled Board position shall be for the remainder of the past Board member’s term.  

Article VI Section F of our constitution:

Directors are expected to take an active role in promotion and development of the association.  In the event a Board member fails to meet the objectives of the association, the Board, at its discretion, may act immediately to declare that position vacant. 

 

[Gary Novosielski]

Well, there's nothing in there about the chair needing to declare anything to make a vacancy official, so apparently we're howling down the wrong rabbit hole.

[Josh Martin]

On 2/16/2024 at 4:33 PM, Guest Libby Davis said:

Upon further investigation- our constitution requires vacancies to be declared by the chair.  The vacancies have never been declared.  There is no roll call- attendance is taken by the secretary.  Board members are not aware of the vacancies.  If the vacancies have not been declared does this change the opinion on this forum?

 

On 2/16/2024 at 5:15 PM, Guest Libby Davis said:

Article V section E of our constitution- 

Regular attendance at Board and Association meetings by all officers and directors is expected.  In the event of a board member’s  unexcused absence at three(3) consecutive board meetings, the Board, at its discretion, may act immediately to declare the position on the Board as vacant.  All such vacancies may remain intact until the Board’s next regularly scheduled election, or until the Board, at its discretion, may act to fill the vacancy with an active member receiving approval from the majority of the Board members.  The term for the newly filled Board position shall be for the remainder of the past Board member’s term.  

Article VI Section F of our constitution:

Directors are expected to take an active role in promotion and development of the association.  In the event a Board member fails to meet the objectives of the association, the Board, at its discretion, may act immediately to declare that position vacant. 

How exactly did the vacancies in question happen? I'm especially curious about the statement that "Board members are not aware of the vacancies." The provisions in your constitution appear specific to certain reasons for vacancies, not all vacancies, and may or may not be relevant here. (To the extent they are relevant, however, I would note that in those circumstances, the constitution provides that the vacancies must be declared by the board, not by the chair.) There may, however, be other provisions in RONR which are relevant, such as provisions relating to accepting a resignation.

I will note, I am in complete agreement with my colleagues that if there are vacancies, that in an organization where the quorum is defined as "a majority of its board members," the quorum is reduced accordingly. This is because if there are vacancies, the number of board members is reduced accordingly (because a vacant position isn't a board member), and therefore, the majority of the board members is also reduced. This isn't a question of whether the quorum "can" be changed by the board or by the chair - it automatically changes.

If an organization wishes to provide for a quorum which is based on a majority of the board positions, or simply a fixed number (such as eleven), it's free to do so. But your organization has not done so.

You raise an interesting question, however, of whether there actually are vacancies. That was a question we had not originally asked, because from the outset there didn't seem to be any dispute that there were vacancies. We'll need additional facts to answer this question. For starters, how exactly did the vacancies in question arise?

On 2/16/2024 at 5:18 PM, Gary Novosielski said:

Well, there's nothing in there about the chair needing to declare anything to make a vacancy official, so apparently we're howling down the wrong rabbit hole.

I agree that these provisions in the constitution are probably not relevant.

I'm more curious, however, about this statement that "Board members are not aware of the vacancies." If there were resignations by board members, for instance, those resignations must be accepted before they are final, and until that occurs, there are no vacancies. Since it is suggested that board members aren't even aware of the "vacancies", this would seem to suggest that the resignations have not been accepted.

Although the statement "Board members are not aware of the vacancies." also makes me confused about how the OP is asking this question.

Edited February 17, 2024 at 03:32 PM by Josh Martin

[Gary Novosielski]

On 2/17/2024 at 10:26 AM, Josh Martin said:

 

How exactly did the vacancies in question happen? I'm especially curious about the statement that "Board members are not aware of the vacancies." The provisions in your constitution appear specific to certain reasons for vacancies, not all vacancies, and may or may not be relevant here. (To the extent they are relevant, however, I would note that in those circumstances, the constitution provides that the vacancies must be declared by the board, not by the chair.) There may, however, be other provisions in RONR which are relevant, such as provisions relating to accepting a resignation.

I will note, I am in complete agreement with my colleagues that if there are vacancies, that in an organization where the quorum is defined as "a majority of its board members," the quorum is reduced accordingly. This is because if there are vacancies, the number of board members is reduced accordingly (because a vacant position isn't a board member), and therefore, the majority of the board members is also reduced. This isn't a question of whether the quorum "can" be changed by the board or by the chair - it automatically changes.

If an organization wishes to provide for a quorum which is based on a majority of the board positions, or simply a fixed number (such as eleven), it's free to do so. But your organization has not done so.

You raise an interesting question, however, of whether there actually are vacancies. That was a question we had not originally asked, because from the outset there didn't seem to be any dispute that there were vacancies. We'll need additional facts to answer this question. For starters, how exactly did the vacancies in question arise?

I agree that these provisions in the constitution are probably not relevant.

I'm more curious, however, about this statement that "Board members are not aware of the vacancies." If there were resignations by board members, for instance, those resignations must be accepted before they are final, and until that occurs, there are no vacancies. Since it is suggested that board members aren't even aware of the "vacancies", this would seem to suggest that the resignations have not been accepted.

Although the statement "Board members are not aware of the vacancies." also makes me confused about how the OP is asking this question.

I agree, and I'm also curious about the apparent assumption that when the number of members is reduced, somebody (or some body) must "adjust" the quorum.  In fact, if the quorum is set at (or defaulted to) a majority of the members, then the so-called adjustment is instant and automatic, calling for no action on anyone's part except a little mental math.