Fixed Quorum Number

[Gödel Fan]

Maybe this has no answer, but here's the circumstance:  An organization's bylaws give a fixed number for quorum on its board (3, with a fixed membership of 5).  They also prescribe a quorum for a convention to be 20 members.  The board is empowered to fill vacancies.  Suppose the total membership drops below 20, and 3 members of the board resign.  What can be done to resuscitate itself?  It needs to increase membership, of course, but can't take any actions such as buying ads.  

 

The organization could dissolve and reconstitute itself with different bylaws, but suppose it is a heavily regulated organization and regaining its legal status would cost tens of thousands of dollars.  It can ignore its bylaws and fill the vacancies (it has people willing to take them), but, again, it is heavily state-regulated and obligated to report to the state its bylaws, convention minutes, and minutes of any meeting where board vacancies are filled, along with the membership of its board.

 

Are there any options here?

[Dan Honemann]

Maybe this has no answer, but here's the circumstance:  An organization's bylaws give a fixed number for quorum on its board (3, with a fixed membership of 5).  They also prescribe a quorum for a convention to be 20 members.  The board is empowered to fill vacancies.  Suppose the total membership drops below 20, and 3 members of the board resign.  What can be done to resuscitate itself?  It needs to increase membership, of course, but can't take any actions such as buying ads.  

 

The organization could dissolve and reconstitute itself with different bylaws, but suppose it is a heavily regulated organization and regaining its legal status would cost tens of thousands of dollars.  It can ignore its bylaws and fill the vacancies (it has people willing to take them), but, again, it is heavily state-regulated and obligated to report to the state its bylaws, convention minutes, and minutes of any meeting where board vacancies are filled, along with the membership of its board.

 

Are there any options here?

 

Since the organization is so heavily regulated, it will need to consult a lawyer to determine what, if any, courses of action are available under applicable law. 

[Josh Martin]

Maybe this has no answer, but here's the circumstance:  An organization's bylaws give a fixed number for quorum on its board (3, with a fixed membership of 5).  They also prescribe a quorum for a convention to be 20 members.  The board is empowered to fill vacancies.  Suppose the total membership drops below 20, and 3 members of the board resign.  What can be done to resuscitate itself?  It needs to increase membership, of course, but can't take any actions such as buying ads.  

 

The organization could dissolve and reconstitute itself with different bylaws, but suppose it is a heavily regulated organization and regaining its legal status would cost tens of thousands of dollars.  It can ignore its bylaws and fill the vacancies (it has people willing to take them), but, again, it is heavily state-regulated and obligated to report to the state its bylaws, convention minutes, and minutes of any meeting where board vacancies are filled, along with the membership of its board.

 

Are there any options here?

I would note that RONR provides that the rule requiring the presence of a quorum to conduct business may be suspended if the entire membership is present, provided that the body has the authority to set its own quorum. In the example you provide, the membership could do this, but the board could not. I concur with Mr. Honemann, however, that if the organization is as heavily regulated as you suggest, it would be highly advisable to consult a lawyer.

[Gödel Fan]

Thanks.  They claim to have done something.  I have no idea how they did it, and prefer to remain ignorant so long as no competing slate of new officers presents itself.