Resignations

[Guest Cathy]

Our board was operating with less members than the by-laws call for. Seven instead of nine. Two resigned but the by-laws state that resignations must be accepted at a board meeting. Both said effective immediately. Technically there are only three members available for a board meeting not a quorem. There is a full membership meeting coming up. The by-laws state that vacancies are filled by appointment but again only three board member available. Our by-laws defer to ROR on items not covered. What should the procedure be to proceed.

[jstackpo]

Hold a quorate board meeting soonest (or a Special Meeting if allowed in bylaws) when four board members (or more) are available and take care of things.

Careful filling those vacancies... if only 4 members are present and you appoint (presuming the Board does those appointments) two more members, you will promptly have lost your quorum! So be sure the newbies are there on the day of their appointment, and can get to work with the rest of you.

[hmtcastle]

Technically there are only three members available for a board meeting not a quorem.

Until the resignations are accepted you still have (presumably) seven members and the quorum is (presumably) four. If the two who have submitted their resignation refuse to attend (along with one other member?), you won't have a quorum and won't be able to accept the resignations and fill the vacancies.

If you can obtain a quorum, you might want to first fill the two outstanding vacancies (with candidates who are present as Mr. Stackpole suggests) bringing your board up to its full complement of nine, before accepting the resignations (or not).

[Gary Novosielski]

...and in the future, do not operate with fewer members than the bylaws allow.

[Rev Ed]

...and in the future, do not operate with fewer members than the bylaws allow.

Better yet, elect people who will actually have the time to do the job. Or change the By-laws to allow for fewer directors/officers.

[Gary Novosielski]

Better yet, elect people who will actually have the time to do the job. Or change the By-laws to allow for fewer directors/officers.

I don't understand why that's "better" than obeying the bylaws in place now.

[Gerry4000]

Here is one way to deal with this issue: I am a member of a board whose bylaws specify that a majority of board positions is a quorum to conduct have a meeting. So, with our current seven positions, a quorum of four. Even if several board members resigned, the quorum is four. The board fills vacancies until the next annual meeting. For the purpose of filling vacancies, a provision in the bylaws allows the board to fill vacancies (and this action only) with a majority of the board members.

[David A Foulkes]

Our board was operating with less members than the by-laws call for. Seven instead of nine. Two resigned but the by-laws state that resignations must be accepted at a board meeting. Both said effective immediately. Technically there are only three members available for a board meeting not a quorem. There is a full membership meeting coming up. The by-laws state that vacancies are filled by appointment but again only three board member available. Our by-laws defer to ROR on items not covered. What should the procedure be to proceed.

Okay, so you have 9 positions on the board, but you've been operating with two unfilled vacancies, thus 7 board members. Two more board members tender their resignations, which when accepted (but still unfilled) would bring you down to 5 members. Then you say "technically" (whatever that means) there are only three members available for a board meeting.

So.... where did those other two (5-3) go to now?

And do the bylaws say who fills vacancies?

And at the upcoming membership meeting, the board as that entity is not present anyway, as the Board only exists at Board meetings. The members of the Board may also be general members of the organization, but at full membership meetings they are present only as general members, not Board officers. So what does this have to do with anything?

[David A Foulkes]

Until the resignations are accepted you still have (presumably) seven members and the quorum is (presumably) four. If the two who have submitted their resignation refuse to attend (along with one other member?), you won't have a quorum and won't be able to accept the resignations and fill the vacancies.

If they have a seven member board (including the two pending resigning members), and those two don't show up along with one other member, that's 7-3=4 equals a quorum, right? Or is it just too late in the evening to be doing math?

[Rev Ed]

I don't understand why that's "better" than obeying the bylaws in place now.

Simple, if the system isn't working, then something needs to be fixed. That's my point. Mind you if this is only going to be a temporary issue, then why bother worrying about it in the first place.

If they have a seven member board (including the two pending resigning members), and those two don't show up along with one other member, that's 7-3=4 equals a quorum, right? Or is it just too late in the evening to be doing math?

Actually there are nine Board members according to the original post - so quorum would be five members. Once the two resignations are accepted, quorum would become four as four is more than half of seven.

[Gary Novosielski]

Here is one way to deal with this issue: I am a member of a board whose bylaws specify that a majority of board positions is a quorum to conduct have a meeting. So, with our current seven positions, a quorum of four. Even if several board members resigned, the quorum is four. The board fills vacancies until the next annual meeting. For the purpose of filling vacancies, a provision in the bylaws allows the board to fill vacancies (and this action only) with a majority of the board members.

It would be simpler if you just got rid of that odd quorum provision based on "positions". If your quorum were simply a majority of members you would not have that problem.

And I cannot see any downside whatsoever. What possible benefit is there to base a quorum on positions? If anyone were planning on writing that into their bylaws, I'd advise against it.

[David A Foulkes]

Actually there are nine Board members according to the original post - so quorum would be five members. Once the two resignations are accepted, quorum would become four as four is more than half of seven.

Hmmmmm...... I took Our board was operating with less members than the by-laws call for. Seven instead of nine. to mean they already had two vacancies. Your saying the board is full ( at nine) but two members just never show up?

[Gary Novosielski]

Simple, if the system isn't working, then something needs to be fixed. That's my point. Mind you if this is only going to be a temporary issue, then why bother worrying about it in the first place.

It's not the system that's not working, it's the fact that they didn't operate with a full 9-member board, as their bylaws require. So, the additional two resignations put them behind the eight ball. (Well, seven ball, but who's counting?) Of course it's a temporary issue. Once they get a quorum, and return the board to full strength, the problem goes away.

Actually there are nine Board members according to the original post - so quorum would be five members. Once the two resignations are accepted, quorum would become four as four is more than half of seven.

No, there were nine board positions, but only seven board members. So the quorum was already four. Their problem is that they can't get four together to accept the two resignations (which would drop the quorum to three). That's their immediate problem: a quorum problem. Advising them to appoint better officers or change their bylaws is all well and good, if you can figure out how to do that without a quorum.

And if they can get a quorum, they can fix the problem without changing the bylaws.

[David A Foulkes]

I think part of the larger problem is this: Technically there are only three members available for a board meeting not a quorem.

It sounds to me like they have two board members who can't make it to meetings. So, of the seven they have, two have tendered their resignation leaving five members (enough for a quorum) but those mystery two don't attend, therefore no quorum.

[Gary Novosielski]

I think part of the larger problem is this: Technically there are only three members available for a board meeting not a quorem.

It sounds to me like they have two board members who can't make it to meetings. So, of the seven they have, two have tendered their resignation leaving five members (enough for a quorum) but those mystery two don't attend, therefore no quorum.

Yes, and they need one, by any means necessary.

If they can get the three who do attend and also just one of the remaining four (even one of the ones resigning) they can accept the resignations, dropping the quorum to three. At that point, they should, as quickly as possible, take measures to get the board up to the requisite nine members. But they need to be careful that anyone they appoint is present in the room before they appoint him, or appoint with a proviso that the appointment is effective upon his arrival at a meeting, or they could find themselves back in the quorum hole in no time.

Once at full strength, they can seek the resignation of the two who routinely don't show up.

[hmtcastle]

If they have a seven member board (including the two pending resigning members), and those two don't show up along with one other member, that's 7-3=4 equals a quorum, right? Or is it just too late in the evening to be doing math?

It may have been too early in the morning (for me) to be doing math.

[Rev Ed]

Hmmmmm...... I took Our board was operating with less members than the by-laws call for. Seven instead of nine. to mean they already had two vacancies. Your saying the board is full ( at nine) but two members just never show up?

I read the original post as there nine members currently, and two are resigning. However, until there is a Board meeting (with quorum), the resignations have not been officially accepted. Thus those two members are still on the Board - hence nine members.

It's not the system that's not working, it's the fact that they didn't operate with a full 9-member board, as their bylaws require. So, the additional two resignations put them behind the eight ball. (Well, seven ball, but who's counting?) Of course it's a temporary issue. Once they get a quorum, and return the board to full strength, the problem goes away.

No, they have nine members, the two resignations must be approved by the Board prior to the resignations taking effect. If they can only get four out of nine members to attend, and this is not going to be a temporary issue, then perhaps the By-laws should be amended. However, if this is not going to be an issue again in the future, then I agree the By-laws need not be changed.

No, there were nine board positions, but only seven board members. So the quorum was already four. Their problem is that they can't get four together to accept the two resignations (which would drop the quorum to three). That's their immediate problem: a quorum problem. Advising them to appoint better officers or change their bylaws is all well and good, if you can figure out how to do that without a quorum.

And if they can get a quorum, they can fix the problem without changing the bylaws.

Again, read the original post - there are nine members, and two resigned. However, the resignations must be approved by the Board to take effect. Until the Board holds a meeting with quorum present, the resignations are not official and there are nine members.

[David A Foulkes]

Aahhh.... once again we find ourselves at odds over the subtleties and intricacies of the post with no additional input from the OP to clarify and illuminate.

I’ll admit Rev Ed had begun to persuade me with his argument. However…….

Going with Rev Ed’s theory, there are nine members, and now two have submitted their resignations. Down to seven. However, only three members can “technically” make it to meetings, so we must assume those three plus the two resigning members made five, and thus a quorum. So, where are the other four members in all of this? Two (or four?) apparently "technically" can't make it to meetings.

Cathy, oh Cathy, please come back.

Did you have nine members until these two resigned? Or have you had two vacancies (from previous resignations?) for some time now and are facing two (more?) resignations now? That would make it five members. Why are there “technically” (huh?) only three members who can make it to meetings? And thus where are your (2? 4?) mystery board members in all of this?

Do you even meet in person? Or is this another Yahoo group perhaps?

Caaaaaaatheeeeeeee!!!!

[Gary Novosielski]

Again, read the original post - there are nine members, and two resigned. However, the resignations must be approved by the Board to take effect. Until the Board holds a meeting with quorum present, the resignations are not official and there are nine members.

I still read it that for some time they were operating with only seven members, and then two resigned.

In either case, if they're having trouble getting a quorum, the only solution is to get a quorum. They can't do anything to help themselves until they do that.

Until the OP gets back, I guess this is a dead duck anyway.

[Guest Guest]

Better yet, elect people who will actually have the time to do the job. Or change the By-laws to allow for fewer directors/officers.

The people who resigned were very hard workers. Not only doing their own job but helping others do theirs. The President was never happy with seven and not nine and harped on that. He also criticized everything that they were doing. They finally gave up and moved on.

[Guest Guest]

Aahhh.... once again we find ourselves at odds over the subtleties and intricacies of the post with no additional input from the OP to clarify and illuminate.

I’ll admit Rev Ed had begun to persuade me with his argument. However…….

Going with Rev Ed’s theory, there are nine members, and now two have submitted their resignations. Down to seven. However, only three members can “technically” make it to meetings, so we must assume those three plus the two resigning members made five, and thus a quorum. So, where are the other four members in all of this? Two (or four?) apparently "technically" can't make it to meetings.

Cathy, oh Cathy, please come back.

Did you have nine members until these two resigned? Or have you had two vacancies (from previous resignations?) for some time now and are facing two (more?) resignations now? That would make it five members. Why are there “technically” (huh?) only three members who can make it to meetings? And thus where are your (2? 4?) mystery board members in all of this?

Do you even meet in person? Or is this another Yahoo group perhaps?

Caaaaaaatheeeeeeee!!!!

No there were only seven members prior to the resignations. No one else wanted to be on the Board. The entire membership was asked one by one and they all said no. Technically because another member has been in the hospital since the end of October but due to notification issues for meetings has not officially missed four meetings which would remove her from the Board. One member is in Egypt until April some time. Meetings are held in person once a month. I've had much difficultly getting past the security code

[David A Foulkes]

I've had much difficultly getting past the security code

Keep trying, you'll get one that you can read eventually.

[Guest Cathy]

I haven't been able to reply because I can't get passed your security code. The by-laws called for nine member but we could only get seven people to run for office. One has been in the hospital since the end of October. Board meetings began in December in person each month. If you miss four you are removed but due to improper notification they're not all absences at this point. Members have been working very hard to hold things together with a President who could only focus on the fact that we were short two governors. He criticized everything being done and wasn't a happy camper. Became very angry when presented with an agenda to work from to cut down on the three and four hour meetings of nothing. The two members resigned and one is away until sometime in April.

[Gary Novosielski]

I haven't been able to reply because I can't get passed your security code. The by-laws called for nine member but we could only get seven people to run for office. One has been in the hospital since the end of October. Board meetings began in December in person each month. If you miss four you are removed but due to improper notification they're not all absences at this point. Members have been working very hard to hold things together with a President who could only focus on the fact that we were short two governors. He criticized everything being done and wasn't a happy camper. Became very angry when presented with an agenda to work from to cut down on the three and four hour meetings of nothing. The two members resigned and one is away until sometime in April.

If you become a member, which is free, you won't have to deal with that security dingus any more.

[dweitz52]

Aahhh.... once again we find ourselves at odds over the subtleties and intricacies of the post with no additional input from the OP to clarify and illuminate.

I’ll admit Rev Ed had begun to persuade me with his argument. However…….

Going with Rev Ed’s theory, there are nine members, and now two have submitted their resignations. Down to seven. However, only three members can “technically” make it to meetings, so we must assume those three plus the two resigning members made five, and thus a quorum. So, where are the other four members in all of this? Two (or four?) apparently "technically" can't make it to meetings.

Cathy, oh Cathy, please come back.

Did you have nine members until these two resigned? Or have you had two vacancies (from previous resignations?) for some time now and are facing two (more?) resignations now? That would make it five members. Why are there “technically” (huh?) only three members who can make it to meetings? And thus where are your (2? 4?) mystery board members in all of this?

Do you even meet in person? Or is this another Yahoo group perhaps?

Caaaaaaatheeeeeeee!!!!

There were seven members before the two resignations. Also the by-laws say that the Board does not have to accept the resignations and may ask the people to stay which would give them another month until another Board meeting. Correct, technically can't make it to meetings she is hospitalized. One is away until sometime in April. Now the current problem is that even though the resignations have not yet been accepted four members showed up at the President's house last night and told him he doesn't have a Board. He told them the resignations have not yet been accepted and effective immediately doesn't change that. They feel there should be a new election saying the November election was improper. Twenty people present, nine turned in blank ballots. No one was willing to run by petition or on the ballot to make nine. They say that was not a majority. Our by-laws say nothing in regard to what happens when any of this happens. Does ROR call for a new election? The little group refuses to serve with the current President and VP. They're trying the old squeeze play.