Dear Ask the Experts,
I am a member of an equestrian club in Arizona and I have two questions.
1. Do board members have to sit through the entire meeting to count as a quorum? We have board members who walk in and then leave before the meeting has adjourned. The board considers the meeting valid because a quorum was present at some point during the meeting. In recent years, the quorum number has not been met but the board publishes that it has. What do you recommend?
2. The last time someone questioned our board after being voted into office by the membership, the board stopped the investigation, voted that member off the board and appointed a replacement of their choice. Is this normal practice?
Our first suggestion is that you seek a lawyer in your area who is familiar with nonprofit law for Arizona, or a group that works with nonprofits in your area, such as the Arizona Nonprofit Leadership and Management Organization to address how you might go about resolving the problems you mention. That being said, our experts have some specific suggestions and thoughts for you.
As to your first question, a quorum needs to be present any time a vote is taken, not just at the start of the meeting. Clearly, it is desirable for board members to be present for the discussion in order to make informed votes, but it is at the time of a vote that the quorum is required.
Robert's Rules of Order are used to guide the conduct of many meetings. A synopsis of the rules has been put together by the San Diego State University.
It would be helpful for you and your fellow concerned members to become familiar with "best practices" regarding boards of nonprofit organizations. Check the Good Governance Guide and Board Tool Kit on this Governance Matters website.
In answer to your second question, the rules regarding election vs. appointment of board members will be found in the by-laws of the organization, as is the power of the board to change by-laws. It is not usual practice for a member elected by the membership-at-large to be "voted off the board" by the board itself but that may be allowed by the by-laws of your organization or under special circumstances.
Governance Matters "Ask the Experts"