Our bylaws state that we can have 3-7 directors on our board. Some people say that we must have four directors to have a quorum. Does this mean that if we have a board of 3, we do not have a quorum?
If your bylaws state that you can have 3-7 directors, there are several interpretations. The statement three to seven is permissive or enabling. Unless there is some other provision in your bylaws, this means you can have any number of directors you wish provided there is a minimum of three and no more than seven. The following is an example of quorum numbers required.
- You need a minimum of three directors. Your quorum would be two.
- If you have four directors, your quorum should be three.
- If you have five directors, your quorum should be three.
- If you have six directors, your quorum should be four.
- If your board has seven directors. Your quorum would be four.
The concept is that a majority of the board members (quorum) must be present to constitute a valid meeting at which to conduct business. If there is no quorum, any business decisions would be null and void. Since we cannot have a fraction of a person or an equal number, the next highest number forms the quorum.
To avoid confusion, your bylaws should also include a provision that indicates the number of directors to be elected. Unless you know the number of directors that will constitute the board in advance of your election, you will not know if you have a full board or a board with one or more vacancies. If vacancies are not filled, the empty seat still counts in the total number of directors and does not reduce the quorum. Another addition to your bylaws is to state that current members must serve in their position until a replacement is found. This avoids the vacancy scenario. Hope this helps.