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Quorum when Board members hold two positions


Guest Pat Forsberg
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The Executive Board of our organization consists of 6 Officers, 6 Directors and 2 ex-officio members with full voting privileges. At present 2 of the officers also hold the 2 ex-officio positions. We also have 4 vacant positions (out of 14) due to resignations. Our by-laws state that a quorum is 50% plus one of the Board members in order to transact business. Questions are: 1. Does a members who holds 2 positions (one officer & one ex-officio) count as one member or two in regards to a quorum? In regards to voting? 2. With the 4 vacant positions is a quorum now 6 members?

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Questions are: 1. Does a members who holds 2 positions (one officer & one ex-officio) count as one member or two in regards to a quorum? In regards to voting? 2. With the 4 vacant positions is a quorum now 6 members?

1. Each person counts as one member and has one vote, no matter how many hats he wears.

2. There are currently eight members. (There could be as many as 14 but there are four vacancies and two persons wear two hats).

3. 50% of eight is four; plus one is five.

Note that "50%+1", though not uncommon, is not always the same as a majority (more than half), which is the preferred designation.

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The Executive Board of our organization consists of 6 Officers, 6 Directors and 2 ex-officio members with full voting privileges. At present 2 of the officers also hold the 2 ex-officio positions. We also have 4 vacant positions (out of 14) due to resignations. Our by-laws state that a quorum is 50% plus one of the Board members in order to transact business. Questions are: 1. Does a members who holds 2 positions (one officer & one ex-officio) count as one member or two in regards to a quorum? In regards to voting? 2. With the 4 vacant positions is a quorum now 6 members?

A member is a person. One person, one vote, one present for quorum. You count heads, not hats.

And I can't tell whether the answer is six from your description. It's not clear--if everyone shows up, how many people are in the room?

Your non-standard "50 percent plus one" quorum requirement might also come into play. It looks like someone meant to say "a majority of members constitutes a quorum" and got it wrong.

For example, suppose you had 9 breathing members. A majority of 9 would be 5. But by your rule, 50% of 9 is 4.5, plus one is 5.5, so you'd need a minimum of 5.5 people to conduct business, which will require six human beings to accomplish.

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Note that "50%+1", though not uncommon, is not always the same as a majority (more than half), which is the preferred designation.

And the reason here is that you can undo yourself with this language. The quorum is the minimum number of voting members needed to be present at a meeting to transact business.

Using majority (more than half): if you have 9 members, half is 4 1/2 which means you are looking at 5 members to make a quorum (assuming no half-members on the Board).

Using "50% +1": 50% of 9 would be 4 1/2, plus 1, would be 5 1/2, and you now need 6 members to make a quorum.

Just something to think about.

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  • 9 years later...

I understand if  a person has two positions on the same board he or she  counts as one member and has one vote, no matter how many hats he/she  wears. It is permitted to have in the Associations Constitution that he or she who wears two hats has two votes and counts as two toward a quorum?  

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8 hours ago, Guest John Stroia said:

I understand if  a person has two positions on the same board he or she  counts as one member and has one vote, no matter how many hats he/she  wears. It is permitted to have in the Associations Constitution that he or she who wears two hats has two votes and counts as two toward a quorum?  

Yes. I do not advise adopting such a rule, but the organization is free to adopt a rule of this nature in its constitution if it wishes. The constitution takes precedence over RONR.

"Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization." (RONR, 11th ed., pg. 10)

"In general, the constitution or the bylaws—or both—of a society are the documents that contain its own basic rules relating principally to itself as an organization, rather than to the parliamentary procedure that it follows. In the ordinary case, it is now the recommended practice that all of a society's rules of this kind be combined into a single instrument, usually called the "bylaws," although in some societies called the "constitution"—or the "constitution and bylaws," even when it is only one document. The term bylaws, as used in this book, refers to this single, combination-type instrument—by whatever name the particular organization may describe it" (RONR, 11th ed., pg. 12)

"Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one." (RONR, 11th ed., pg. 14)

Edited by Josh Martin
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On 1/15/2011 at 3:33 PM, Gary Novosielski said:

Your non-standard "50 percent plus one" quorum requirement might also come into play. It looks like someone meant to say "a majority of members constitutes a quorum" and got it wrong.

 

On 1/15/2011 at 3:49 PM, hmtcastle said:

Or they meant exactly what they said and got it right.

Another possibility is that they are bound by law which uses the "50% + 1" language. That is the situation for many Corporation Acts that I have seen.

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