How do we calculate quorum for our small board

[Guest Tracey]

Thank you in advance for your assistance. 

Our bylaws state that 50% of elected directors constitute a quorum for a board meeting. We are allowed between 5 and 11 directors, and currently there are 5. 

If 3 people are present (the chair and 2 directors) that is quorum, right?

The concern is that with only 3 present, and given the chair does not vote, then 2 people are making decisions for the board. Granted, that's a small number, but is it 'legal' within Roberts Rules?

[Josh Martin]

On 3/22/2024 at 2:12 PM, Guest Tracey said:

Our bylaws state that 50% of elected directors constitute a quorum for a board meeting.

Seems pretty straightforward to me.

On 3/22/2024 at 2:12 PM, Guest Tracey said:

We are allowed between 5 and 11 directors, and currently there are 5. 

If 3 people are present (the chair and 2 directors) that is quorum, right?

Yes.

On 3/22/2024 at 2:12 PM, Guest Tracey said:

The concern is that with only 3 present, and given the chair does not vote, then 2 people are making decisions for the board. Granted, that's a small number, but is it 'legal' within Roberts Rules?

What is the basis for your statement that "the chair does not vote?" Does the chair choose not to vote, or do your rules actually provide that the chair can't vote except in certain circumstances? Or do your rules provide that the chair is not a member of the board?

For starters, RONR provides that under the small board rules, which are generally used in boards with not more than about a dozen members, the chair votes like everyone else.

To the extent that a board of five members, for some reason, chooses to not to use the small board rules, the rules pertaining to the chair voting are that the chair does not vote unless the chair's vote would affect the result (such as, for example, to break a tie) or if the vote is taken by ballot. To be clear, the chair still has the right to vote under the rules in RONR, but the chair refrains from voting except in the circumstances described, in order to maintain the appearance of impartiality.

Under the circumstances described above, the chair is certainly a full member, and counts toward the quorum.

On the other hand, if your bylaws (unwisely) actually provide that the chair cannot vote except in certain circumstances, that may make things more complicated.

To the extent a member does not count toward the quorum, however, generally they don't count in either the numerator or the denominator. That is, if it's correct that the chair "doesn't count," you'd actually look at 50% of four members, which would be two members - so you'd still have quorum.

Edited March 22, 2024 at 07:26 PM by Josh Martin

[Guest Tracey]

thanks Josh. 

There is nothing in our bylaws stating that the chair can not vote, it seems to be a matter of custom and perhaps a misunderstanding of Roberts Rules. 

Either way, we have quorum with the 3 who were present. 

Thank you. 

I work with another organization who is working to re-write their bylaws. Is there a mechanism where we could submit them here for review and comment?

[Richard Brown]

On 3/22/2024 at 2:52 PM, Guest Tracey said:

I work with another organization who is working to re-write their bylaws. Is there a mechanism where we could submit them here for review and comment?

Not through this forum, no.  However, you can probably find credentialed parliamentarians in your area through the National Association of Parliamentarians (NAP) at parliamentarians.org or the American Institute of Parliamentarians (AIP) at aipparl.org.  Both organizations have referral services.  In addition, they (and especially the NAP, which is larger), can provide information on state associations and local units in your area.  Through a state association or local unit, you may be able to find an experienced parliamentarian who will be willing to help with your bylaws.

[Richard Brown]

On 3/22/2024 at 2:52 PM, Guest Tracey said:

There is nothing in our bylaws stating that the chair can not vote, it seems to be a matter of custom and perhaps a misunderstanding of Roberts Rules. 

Either way, we have quorum with the 3 who were present. 

Like Mr. Martin, I was wondering if your bylaws or rules prohibit your chair from voting. I was also wondering why you don't follow the "small board rules" which permit the chair to participate pretty much just like all other members of small boards. 

Another question, though:  Do your bylaws actually provide that a quorum is "50 percent" of the elected members of the board?  That is rather unusual, as 50 percent is exactly half.  A requirement of a MAJORITY of the members is much more common.  A majority is defined by RONR as simply "more than half".  Your quorum requirement can be whatever the membership wants it to be, though!

[Josh Martin]

On 3/22/2024 at 2:52 PM, Guest Tracey said:

There is nothing in our bylaws stating that the chair can not vote, it seems to be a matter of custom and perhaps a misunderstanding of Roberts Rules. 

Based upon this additional information, there is no doubt that the chair counts toward the quorum. If there are currently five board members and there are three board members present at a meeting, one of them being the chair, then a quorum is present.

For more information concerning misconceptions regarding the chair voting, see FAQ #1.

[Guest Tracey]

Thank you both for the information - you've been most helpful. 

T