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Changing Quorum Mid-meeting?


Guest Judy G. Martin

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Our Board bylaws state a quorum is the majority of our members. We are 14 at present and use 8 as our quorum. At our next board meeting, at which elections will be held, it is likely we will have our full complement of 18. While we start out with the quorum of 8, should it change to 10 after the elections are held? Much business will be conducted after the election and we want to be sure it's all legal.

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Our Board bylaws state a quorum is the majority of our members. We are 14 at present and use 8 as our quorum. At our next board meeting, at which elections will be held, it is likely we will have our full complement of 18. While we start out with the quorum of 8, should it change to 10 after the elections are held? Much business will be conducted after the election and we want to be sure it's all legal.

You can't change the quorum requirement without amending the bylaws and it's unlikely that the board has the authority to amend the bylaws. But if your quorum is a majority (or any percentage) of the members then, yes, that number will change if you add members. So you're not changing the defined quorum requirement, it's just that the number of members needed to satisfy that requirement has changed.

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Our Board bylaws state a quorum is the majority of our members. We are 14 at present and use 8 as our quorum. At our next board meeting, at which elections will be held, it is likely we will have our full complement of 18. While we start out with the quorum of 8, should it change to 10 after the elections are held? Much business will be conducted after the election and we want to be sure it's all legal.

:huh: What is this "full complement of 18" about? Do you have 14 members, or 18? Who are these other "complementary" 4? Do you have 4 Board vacancies currently, to be filled at elections? Will 4 more members be accepted into the assembly? Does your Board have bylaws separate from the general membership bylaws?

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You can't change the quorum requirement without amending the bylaws and it's unlikely that the board has the authority to amend the bylaws. But if your quorum is a majority (or any percentage) of the members then, yes, that number will change if you add members. So you're not changing the defined quorum requirement, it's just that the number of members needed to satisfy that requirement has changed.

Thank you, H. Wm. You've always been helpful.

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:huh: What is this "full complement of 18" about? Do you have 14 members, or 18? Who are these other "complementary" 4? Do you have 4 Board vacancies currently, to be filled at elections? Will 4 more members be accepted into the assembly? Does your Board have bylaws separate from the general membership bylaws?

Hello David, we have four vacant seats. Fourteen are filled and we expect the others will be at this meeting. Our bylaws cover the general membership as well and and they are given 30 days notice to vote.

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Our Board bylaws state a quorum is the majority of our members. We are 14 at present and use 8 as our quorum. At our next board meeting, at which elections will be held, it is likely we will have our full complement of 18. While we start out with the quorum of 8, should it change to 10 after the elections are held? Much business will be conducted after the election and we want to be sure it's all legal.

Hello David, we have four vacant seats. Fourteen are filled and we expect the others will be at this meeting. Our bylaws cover the general membership as well and and they are given 30 days notice to vote.

There might be a wrinkle depending on when the officers "take office." Sometimes, bylaws stipulate that members take their office at the adjournment of the election meeting. So, those four vacancies might remain "vacancies" throughout the meeting. Interpretation of bylaws is not the design of this forum, so you may need to figure that out on your own. Per RONR, officers "take office" as the echo of the chair's voice announcing the voting results begins to fade out.

But, I don't see a problem at all. Let's say you only have 8 sitting officers present anyway. You have a quorum (a majority -ie more than half- of 14). You fill the first vacancy. Now your "membership" is 15, quorum stays at 8, you have 9 officers present. Fill the next vacancy, up to 16, quorum is 9, you have 10. So your quorum might - again I say might - always be satisfied as you go along.

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Of course you're assuming that the elected candidates are present (or are at least standing just outside the door, waiting for the good news). That's one wrinkled zebra you've got there.

Of course!!

Well, I'm also considering this quote from the original post:

...we will have our full complement of 18.
So, yeah.... I expect (actual, physical, non-proxyish) attendance to be supportive.
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Of course you're assuming that the elected candidates are present (or are at least standing just outside the door, waiting for the good news). That's one wrinkled zebra you've got there.

The new members take their seats immediately. They will be in the audidence. By the way, the zebra died because its skin fell off.

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