Quorum

[inquiry]

If the bylaws state that the board consists of 12 members and there must be a quorum of 7 to vote, and one member resigns and is not yet replaced, does the number for the quorum change to 6 (there are now 11 members present) or does it remain at 7?

[Kim Goldsworthy]

If the bylaws state that the board consists of 12 members and there must be a quorum of 7 to vote, and one member resigns and is not yet replaced, does the number for the quorum change to 6 (there are now 11 members present) or does it remain at 7?

No.

If a rule says, "... seven ..." then there is no number of deaths, resignations, etc., which will alter the word "seven" to another value.

The rule is a customized rule. If the rule itself does not have flexibility built-in to it, then there is none.

[David A Foulkes]

If the bylaws state that the board consists of 12 members and there must be a quorum of 7 to vote, and one member resigns and is not yet replaced, does the number for the quorum change to 6 (there are now 11 members present) or does it remain at 7?

Do the bylaws actually having wording that says (something like) "a quorum shall consist of 7 members of the board", or is that your understanding of quorum calculation (more than half)?

[inquiry]

Do the bylaws actually having wording that says (something like) "a quorum shall consist of 7 members of the board", or is that your understanding of quorum calculation (more than half)?

quorum calcuation of more than half with required number of board members to be 12

[Kim Goldsworthy]

quorum calcuation of more than half with required number of board members to be 12

So, your quorum is NOT a fixed number ("seven")?

If your quorum rule says, "more than half" and refers to "members", then that is different.

The calculation will then be based on MEMBERS (real, living people), and NOT be based on "eligible positions" nor "maximum number of seats" (which are NOT "members").

That is,

(a.) you don't count dead people.

(b.) you don't count resignations.

... because #a and #b are not "members" (any more!) of the body which is meeting.

[David A Foulkes]

quorum calcuation of more than half with required number of board members to be 12

Well, the rule of thumb is a majority (more than half) of the members. A board of 12 would have a quorum of 7. A board of 11 (one vacancy) would be down to 6 for a quorum. So the simple answer to your question is yes. But your rules take precedence, and you'll need to interpret them for yourself. RONR 10th Ed. pages 570-573 offers some insight into that.

If your bylaws state "required number of board members to be 12" and you have only 11 (that unfilled vacancy) then you would seem to be in violation of your own bylaws. And that's where the wording becomes important, you see? Bylaws can really only be interpreted in their entirety, and you'll only get the barest of assistance on this forum.

[Josh Martin]

If your bylaws state "required number of board members to be 12" and you have only 11 (that unfilled vacancy) then you would seem to be in violation of your own bylaws. And that's where the wording becomes important, you see? Bylaws can really only be interpreted in their entirety, and you'll only get the barest of assistance on this forum.

Oh, don't be silly. Most Bylaws say something like "There shall be X directors," but that doesn't mean that the organization is violating its Bylaws because someone resigned.

[David A Foulkes]

Oh, don't be silly. Most Bylaws say something like "There shall be X directors," but that doesn't mean that the organization is violating its Bylaws because someone resigned.

Well, after all, I did say "seem".

[Guest inquiry]

So going by your opinions, if 4 members of a 12 member board resign, a quorum of 5 is all that is needed?

[hmtcastle]

So going by your opinions, if 4 members of a 12 member board resign, a quorum of 5 is all that is needed?

If the quorum requirement is a majority (more than half) of the members then, yes, five members would constitute a quorum for an eight-member body.

[Guest inquiry]

Sorry for perhaps seeming obtuse, but since we have to be absolutely sure of the direction we take, you still say that the board count does not include any seat vacant because of a resignation.

These are our bylaws which are causing this question:

Composition of the Executive Board:

The Executive Board shall be composed of President, Vice President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Sergeant at Arms, Immediate Past President and Four (4) Directors.

Executive Board Quorum:

At any meeting of the Executive Board, a quorum shall require a majority of the members of that body to be present. In case there should be less than this number, the presiding officer shall not call the meeting to order until a quorum is present.

[hmtcastle]

At any meeting of the Executive Board, a quorum shall require a majority of the members of that body to be present.

If you have four vacancies you have eight members. A majority of eight is five.

[Josh Martin]

In case there should be less than this number, the presiding officer shall not call the meeting to order until a quorum is present.

I do not think this rule is wise, as this would prevent the assembly from, for example, setting up an adjourned meeting. I would advise amending the Bylaws to remove this rule.

[hmtcastle]

I would advise amending the Bylaws to remove this rule.

And, while they're at it, they can remove the immediate past president from the board.