Guest Lichti Posted July 20, 2011 at 02:50 PM Report Share Posted July 20, 2011 at 02:50 PM When a board member resigns leaving a board with not enough members to function (according to the bylaws need a mimimum of 4, but now only have 3 )do the remaining members need to resign or does the board need to be dissolved or does this happen automatically? A special meeting has been called and I am looking for some clarification as to how to proceed before a new board is elected. thank you! Link to comment Share on other sites More sharing options...
Tim Wynn Posted July 20, 2011 at 03:43 PM Report Share Posted July 20, 2011 at 03:43 PM When a board member resigns leaving a board with not enough members to function (according to the bylaws need a mimimum of 4, but now only have 3 )do the remaining members need to resign or does the board need to be dissolved or does this happen automatically?No, none of those things are necessary. A board isn't dissolved just because it doesn't have enough members. The proper step is to get more members. A special meeting has been called and I am looking for some clarification as to how to proceed before a new board is elected. thank you!Check the bylaws for the method of filling a vacancy. If no method is prescribed, the body that elects the board member should hold an election to fill the vacancy, after notice has been given. See RONR(10th ed.) p. 279, l. 21-30. Link to comment Share on other sites More sharing options...
Josh Martin Posted July 21, 2011 at 12:25 AM Report Share Posted July 21, 2011 at 12:25 AM No, none of those things are necessary. A board isn't dissolved just because it doesn't have enough members. The proper step is to get more members.I concur with Mr. Wynn, and I would add that in the meantime, the board may continue to function so long as its quorum requirement may be met. Link to comment Share on other sites More sharing options...
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