Board not operating with required minimum members
We have a brewing situation on our club board. Our Bylaws state we should have no less than 8 and no more than 12 members. We currently have 11. Three members have submitted letters of resignation, and there are 3 more that are considering resigning. If those 3 more submit letters of resignation, we can't approve them can we? This would make us non-compliant with our Bylaws. What does a board do in this situation?
This is quite interesting. The language "The board shall consist of twelve members" or "The board shall consist of the officers and four directors" or various other wordings on the same theme are not unusual, and it had always been my understanding that the intent of such provisions was simply to establish the size of the board and not to serve as a prohibition against vacancies. I certainly agree that poorly-written Bylaws must still be followed, but there appears to be a basic disagreement ove