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Irwin Law
Irwin Law, Attorney
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Helping set up a 501c3 for my client. Wants in bylaws (Section

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Helping set up a 501c3 for my client. Wants in bylaws (Section 10 Quorum) to provision such that transactions must provide that the president is present — no session can authorize without her being present.

Of course, we could simply say nothing can happen without 100% attendance, but what is a good approach to solving this? Could this hold up 501c3 status approval? What other issues might arise (without regard to any concerns that future board members might have)?I'm simply leading towards something like this at present:

At all meetings of the Board of Directors, 40% or more of the Directors of record being present shall constitute a quorum for the transaction of all authorized business, provided that the President is present. Where the computation results in a fractional number, it shall be rounded upward to the next whole number. The acts of the majority of the Directors present at a meeting at which a quorum exists shall be the acts of the Board of Directors, except where a larger number is XXXXX by law or these by-laws.

Although I've never seen this provision in a by-law, I see nothing inherently wrong with it. I would phrase it simply that all meetings of directors must be chaired by the President. You don't want the 100% attendance requirement. That would give every director a veto power.

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