Vacant board seat and no interested members to fill it

[Guest Sara G]

Our current board recently had a director resign. Our bylaws state:

Section 3. Vacancies. Any vacancies occurring on the Board during the year shall be filled for the unexpired term of office by a majority vote of all the then members of the Board at its first meeting following the creation of such vacancy, except that a vacancy in the office of President shall automatically be filled by the First Vice President or, in the event the First Vice President is for any reason unable to so serve, by the Second Vice President. The resulting vacancy of First or Second Vice President shall then be filled by the Board as provided in this section.

However, we have had no interested parties step forward to fill the position but still have issues that need to be dealt with. Can we still hold meetings and vote on issues or are we in limbo until we can fill the empty position? 

 

 

[Rev Ed]

Yes you can still hold meetings. But try a bit harder to find a volunteer. I am certain one will step up eventually.

[Guest Who's Coming to Dinner]

You can probably still do business if the vacancy does not leave you short of a quorum.

[Transpower]

A quorum is a majority (more than half) of the current members of the board (unless your Bylaws say otherwise).  Suppose you normally have 6 members on the board. More than half would mean 4 members; 3 members would not be sufficient.  If one member leaves the board, leaving 5 members, the quorum would then be 3 members.