Guest Jan Posted March 21, 2018 at 03:13 PM Report Share Posted March 21, 2018 at 03:13 PM The By-laws of an organization require a minimum and maximum number of Directors. If, for reasons of inattention, the Board has let the number of Directors fall below the minimum number, what are the consequences? Can the Board conduct business if the minimum number requirement has not been met? (This is not a question about quorum.) Quote Link to comment Share on other sites More sharing options...
jstackpo Posted March 21, 2018 at 05:07 PM Report Share Posted March 21, 2018 at 05:07 PM Are the Board members elected (or whatever) by a general membership? If so run some election(s) to fill the vacant positions - AFTER checking the bylaws to see if there is some other way of filling vacancies. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted March 21, 2018 at 05:26 PM Report Share Posted March 21, 2018 at 05:26 PM (edited) 2 hours ago, Guest Jan said: The By-laws of an organization require a minimum and maximum number of Directors. If, for reasons of inattention, the Board has let the number of Directors fall below the minimum number, what are the consequences? Can the Board conduct business if the minimum number requirement has not been met? (This is not a question about quorum.) As to consequences, the organization should act as quickly as possible to elect the required number of directors, whether by holding a special election or using the organization's vacancy filling provisions, whichever is appropriate as provided in the bylaws. In the meantime, as long as the quorum requirement is met, the board as currently constituted may conduct business. Note: Check the wording of your bylaws carefully regarding terms of office. If directors serve until their successors are elected, you might have some holdover board members if the proper number have not yet been elected. Edited March 21, 2018 at 05:27 PM by Richard Brown Typographical correction Quote Link to comment Share on other sites More sharing options...
jstackpo Posted March 21, 2018 at 05:33 PM Report Share Posted March 21, 2018 at 05:33 PM And while you are at it, tell us how you decide how many board members to have, between those limits. If you have less than the upper limit, are those additional "positions" vacancies to be filled (asap) or just empty seats to ignore? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted March 21, 2018 at 06:00 PM Report Share Posted March 21, 2018 at 06:00 PM (edited) 2 hours ago, Guest Jan said: The By-laws of an organization require a minimum and maximum number of Directors. If, for reasons of inattention, the Board has let the number of Directors fall below the minimum number, what are the consequences? Can the Board conduct business if the minimum number requirement has not been met? (This is not a question about quorum.) The board should act as soon as possible to fill the vacancies (at least up to the minimum number - as Dr. Stackpole suggests, what to do after that is less clear), but the board may continue to conduct business in the interim (assuming that a quorum may be obtained). There are no automatic consequences. If the board unnecessarily delays taking action to fill the vacancies, perhaps the membership will decide this is cause for disciplinary action. Many organizations do not have a “range” for board members and simply set the board’s size at a fixed number of members. This does not mean that the board becomes unable to function in the event of the resignation, removal, or death of one of the board members - it just means that there is a vacancy which needs to be filled. In my view, the situation is no different here. Edited March 21, 2018 at 06:00 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Recommended Posts