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Counting membership for quorum purposes


Guest J. Luck

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On a board of 17 members two are temporarily unable to attend meetings (both for approximately 6 months). The board meets monthly. The bylaws specify that membership is terminated if a member misses three consecutive meetings but they further specify that this provision may be suspended for good and sufficient reason as determined by the board. This bylaw provision has been suspended for these two members. The board must have a majority present to have a quorum. Is the needed quorum 9 or 8?

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On a board of 17 members two are temporarily unable to attend meetings.

The bylaws specify that membership is terminated if a member misses three consecutive [monthly] meetings but they further specify that this provision may be suspended for good and sufficient reason as determined by the board.

This bylaw provision has been suspended for these two members.

The board must have a majority present to have a quorum.

Is the needed quorum 9 or 8?

So, the bylaw provision has been suspended for these two members.

What does this imply? - Does it imply that the two members are not yet terminated?

If the two members are not yet terminated, then they are members.

If this the case, then your board still have 17 members. Right? (No one has had his membership terminated.)

Your quorum rule is poorly worded. - "The board must have a majority present to have a quorum."

May I assume that you need a majority of the 17 members present?

If this is the case, then a majority of 17 would be 9 (any integer greater than 8.5).

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