Board not operating with required minimum members

[Guest olivies]

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?

[Guest Edgar]

What does a board do in this situation?

Vacancies occur all the time without business grinding to a halt. Your obligation is to fill them as quickly as possible.

If bylaws stipulated a board with nine members and one died, the board would go on.

[Trina]

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?

How is quorum defined for the board? If it is a fixed number of people, and if the departure of 3 more members would bring you below that fixed number, then you will have problems down the road. However, neither the minimum member number in the bylaws, nor any potential future quorum problems, would lead to the conclusion that resignations cannot be accepted. Whether it is wise to accept them is a different question.

Looking at it another way, you are not actually violating the bylaws directly by accepting the resignations, are you? In other words, I assume that the bylaws don't contain a rule against accepting resignations.

[SaintCad]

I agree with Trina on looking at the quorum requirements. Nothing requires you to accept the resignation or accept them immediately so let's say your quorum is a majority. You accept the first three Requests to be Excused from Duty. You now have 8 members and a quorum is 5. When the next three Requests come in, the motion is Postponed until the first three are replaced.

But the 3 resigned so they won't come to the meetings! No problem, they are still members until their request is accepted and if they don't show up and everyone else does you still have a quorum and still have the bylaws-mandated 8 members. Replace the first three and then vote on the Request motion.

[Josh Martin]

I agree with Trina on looking at the quorum requirements. Nothing requires you to accept the resignation or accept them immediately so let's say your quorum is a majority. You accept the first three Requests to be Excused from Duty. You now have 8 members and a quorum is 5. When the next three Requests come in, the motion is Postponed until the first three are replaced.

But the 3 resigned so they won't come to the meetings! No problem, they are still members until their request is accepted and if they don't show up and everyone else does you still have a quorum and still have the bylaws-mandated 8 members. Replace the first three and then vote on the Request motion.

I see no reason to wait on the requests and have the board barely able to meet its quorum requirement. The board should feel free to accept the requests so that it has five members and a quorum is three. If an organization defines its board as "no less than 8 and no more than 12 members" and through deaths, resignations, or otherwise the board falls to seven members, the organization is no more in violation of its Bylaws than if an organization defines its board as "nine members" and a resignation brings them down to eight members.

So long as the board acts in good faith to fill the vacancies as soon as practical, I don't see how it's a problem. Additionally, while strictly speaking it is correct that the board is not required to accept the resignations or to accept them immediately, a request for a resignation should typically be granted unless there is a desire to remove the person through disciplinary procedures instead.

I also think defining a board as a range of members causes more problems than it's worth, but that's a separate issue.

I think Trina's concern was if the quorum was set as a fixed number (such as 5). Then resignations could prove to be quite problematic.

[SaintCad]

The difference is if you are at the minimum and somebody dies, that is unavoidable.

The OP was concerned with handling the situation in a way that complies with the bylaws. My solution does that and I presume that if there were an avoidable way of preventing the violation of the bylaw, it is incumbent on the body to do everything it can to not violate the bylaws. Otherwise the bylaws are just a list of suggestions and not rules.

[Gary Novosielski]

I still don't believe we have a clue what the quorum requirements are. A bylaws provision that says the board shall have no fewer than eight members is NOT a quorum requirement. It merely says that if the number should drop below eight, any vacancies must be promptly filled. It does NOT say that if there are fewer than eight members, business must grind to a halt.

Look in the bylaws for the actual quorum requirement, which will no doubt contain the word "quorum" in it. If there is none, then a majority of the members of the board must be present to conduct business. Vacant seats are not members.

So, if all but five of your board members resign, your quorum is down to three. Check to see what the real quorum requirement is, and follow it.

[Trina]

I still don't believe we have a clue what the quorum requirements are.

...

Nope, the original poster did not provide that information. Hopefully he/she will return and clue us in.

[Guest Edgar]

I still don't believe we have a clue what the quorum requirements are.

Nope, the original poster did not provide that information. Hopefully he/she will return and clue us in.

That information was not provided because this is not a question about quorum requirements. It's a question about whether a board can function with fewer members than the bylaws require even if a quorum can be obtained.

[Trina]

That information was not provided because this is not a question about quorum requirements. It's a question about whether a board can function with fewer members than the bylaws require even if a quorum can be obtained.

Yup, makes me regret I brought up the quorum wrinkle at all (post #3) -- as you say, quorum was not part of the original question.

[Gary Novosielski]

That information was not provided because this is not a question about quorum requirements. It's a question about whether a board can function with fewer members than the bylaws require even if a quorum can be obtained.

Oh, that's easy: Yes.

[Trina]

The difference is if you are at the minimum and somebody dies, that is unavoidable.

The OP was concerned with handling the situation in a way that complies with the bylaws. My solution does that and I presume that if there were an avoidable way of preventing the violation of the bylaw, it is incumbent on the body to do everything it can to not violate the bylaws. Otherwise the bylaws are just a list of suggestions and not rules.

I think 'to do everything it can' is way too vague, and I do not believe there is any such rule in RONR. Yes, it is improper to violate the bylaws. No, it is not improper to take perfectly legitimate actions (accepting resignations in this case), just because the result of those actions may put the group out of compliance with a bylaws requirement (minimum membership number in this case).

[SaintCad]

I'm still having trouble wrapping my head around this. So it is proper to violate the bylaws in order to implement a rule of order that is not even mandatory?

So if the bylaws require a person to be nominated for an office by another person, can we just have self-nominations because that's perfectly legitimate? Or if the bylaws require 30 days notice for a special meeting but something time-critical comes up can we waive the required notice time?

In other words, why in this case is the body allowed to violate the bylaws if it is avoidable? It seems to me that we are getting close to a system where following the bylaws is a matter of convienence.

[Gary Novosielski]

I'm still having trouble wrapping my head around this. So it is proper to violate the bylaws in order to implement a rule of order that is not even mandatory?

So if the bylaws require a person to be nominated for an office by another person, can we just have self-nominations because that's perfectly legitimate? Or if the bylaws require 30 days notice for a special meeting but something time-critical comes up can we waive the required notice time?

In other words, why in this case is the body allowed to violate the bylaws if it is avoidable? It seems to me that we are getting close to a system where following the bylaws is a matter of convienence.

It does not violate the bylaws to accept a resignation. In fact it would be irresponsible not to accept it, because until you do, you can't fill the vacancy. The act of accepting the resignation itself does not violate anything, notwithstanding the fact that, as a result, the society is out of compliance.

What would violate the bylaws would be if the society failed to then take action to remedy the situation by filling the vacancy.

The other examples you raised are just silly and I have no comment on them

[Guest olivies]

To clarify for discussion:

Quorum requirements are not a fixed number.

It's simply 50% +1 of the board membership.

[David A Foulkes]

To clarify for discussion:

Quorum requirements are not a fixed number.

It's simply 50% +1 of the board membership.

I believe your original question has been answered in the above posts.

With regard to the quorum, the default in RONR is a majority of members. With your quorum requirement, it works against you if you have an odd number of members. With 8, 50% is 4 +1 = 5. This is also what a majority (more than half) of members would be. With 5 members, 50% is 2 1/2 +1 = 3 1/2, and that means you'd need 4 members present for a quorum. But with a majority (more than half), half of 5 is 2 /12 so you only need 3 members to have a quorum. I'd suggest amending your bylaws to simply remove the quorum requirement and let the RONR default apply. Just my opinion.

[Josh Martin]

I'm still having trouble wrapping my head around this. So it is proper to violate the bylaws in order to implement a rule of order that is not even mandatory?

So if the bylaws require a person to be nominated for an office by another person, can we just have self-nominations because that's perfectly legitimate? Or if the bylaws require 30 days notice for a special meeting but something time-critical comes up can we waive the required notice time?

In other words, why in this case is the body allowed to violate the bylaws if it is avoidable? It seems to me that we are getting close to a system where following the bylaws is a matter of convienence.

With regard to your other examples, if a society has a rule that a person may only be nominated by another person, then a member may not nominate himself. The rule is in the nature of a rule of order and could be suspended by a 2/3 vote, and it is also possible to elect a member who has not been nominated, although these strategies are likely unnecessary as it is probably simpler for a member to find someone to nominate him.

If the Bylaws require 30 days notice for a special meeting, the notice may not be waived unless the Bylaws provide otherwise. If the body is faced with a situation where emergency action must be taken, then the only available strategy is ratification at a regular meeting (or a special meeting with valid notice), similar to when an assembly cannot obtain a quorum and must take emergency action. Due to the risks involved, this is generally unwise unless the emergency is severe and ratification is virtually assured. See RONR, 11th ed., pgs. 124-125.

As to the general point, it is certainly not my position that a society may violate its Bylaws. Rather, I disagree that the board would violate its Bylaws by accepting a resignation to bring the board down to seven members. If the society's Bylaws had read that "the board shall consist of 12 members," would it be your position that no member could ever resign? Likewise, would it mean that if a member of the board was guilty of gross misconduct that he could not be removed from office? What is so different about a set of Bylaws which provides for a range of members?

The act of accepting the resignation itself does not violate anything, notwithstanding the fact that, as a result, the society is out of compliance.

I agree with your overall point, but I think this line of reasoning is flawed. See RONR, 11th ed., pg. 589, lines 17-32.

The other examples you raised are just silly and I have no comment on them

I actually think the other examples Saint Cad raised were quite interesting.

To clarify for discussion:

Quorum requirements are not a fixed number.

It's simply 50% +1 of the board membership.

Do your Bylaws actually say "50% +1" or do they say majority? If the former, change your Bylaws to say majority. If the latter, see FAQ #4.

In either event, I see no problem with accepting the resignations, as they would not (in my opinion) violate the Bylaws and the quorum requirement will adjust with the board's membership.

[SaintCad]

As to the general point, it is certainly not my position that a society may violate its Bylaws. Rather, I disagree that the board would violate its Bylaws by accepting a resignation to bring the board down to seven members. If the society's Bylaws had read that "the board shall consist of 12 members," would it be your position that no member could ever resign? Likewise, would it mean that if a member of the board was guilty of gross misconduct that he could not be removed from office? What is so different about a set of Bylaws which provides for a range of members?

Not at all, but the member would have to be replaced simultaneously so that the motion would be, "I move the resignation of Mr. X be accepted and that the vacancy be filled by Ms. Y." My point is just because the bylaws are poorly written does not let an organization violate them.

I guess the reason I'm focusing on this is that it seems that there is an option to not violate the bylaws by replacing the first 3 members before accepting the resignation of the next three and I think an organization should need to act in a way that does not violate the bylaws if possible. I also would question that a resignation needs or should be accepted immediately if not in the best interest of the organization. If acceptance of a resignation is automatic, then why does the assembly need to vote on it - which gives it the option to reject the resignation? Isn't this one of the cases where in the best interest of the organization to delay the acceptance until the first three are replaced?

[Guest Guest]

Not at all, but the member would have to be replaced simultaneously so that the motion would be, "I move the resignation of Mr. X be accepted and that the vacancy be filled by Ms. Y."

Filling a vacany requires previous notice...so your motion is improper

[SaintCad]

I just thought of something tangentally related so I thought I'd throw it in this thread, especially since I brought up that the resignation is dependent on being accepted by the assembly.

An organization has 12 members and quorum is a majority. Six members resign en masse and walk out never to return. There is no quorum to accept the resignations (or do anything but adjourn) and there won't be in the future. What happens?

[Guest Guest]

Please stop.

[Trina]

Guest_olivies, do you have further questions that you wish to ask? Has your original question been adequately answered?

[Josh Martin]

Not at all, but the member would have to be replaced simultaneously so that the motion would be, "I move the resignation of Mr. X be accepted and that the vacancy be filled by Ms. Y." My point is just because the bylaws are poorly written does not let an organization violate them.

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 over the intent of the Bylaws language.

I guess the reason I'm focusing on this is that it seems that there is an option to not violate the bylaws by replacing the first 3 members before accepting the resignation of the next three and I think an organization should need to act in a way that does not violate the bylaws if possible.

Well, it's possible in theory, but depending on how many members of the association are actually interested in serving, it may or may not be possible in practice.

I also would question that a resignation needs or should be accepted immediately if not in the best interest of the organization. If acceptance of a resignation is automatic, then why does the assembly need to vote on it - which gives it the option to reject the resignation?

Acceptance of a resignation is not automatic, however, the acceptance is generally a formality. Resignations should typically be accepted promptly out of courtesy to the individual and for the practical reason that you can't really force someone to continue serving. The option of declining a resignation is typically used either because the individual in question is guilty of misconduct and the assembly prefers to take disciplinary action, or as a show of support (or desperate plea to stay) for a valued member. In the latter case, the assembly generally accepts the resignation shortly afterward if the member still wishes to resign.

All this notwithstanding, the assembly does have the right to reject a resignation from office if the assembly feels this would benefit the society, although I would generally find such an argument to be dubious.

Isn't this one of the cases where in the best interest of the organization to delay the acceptance until the first three are replaced?

I don't see how. The members who have announced their intent to resign are unlikely to show up to board meetings, notwithstanding whether the board accepts their resignations. This could make it more difficult for the board to obtain a quorum. If the resignations were accepted, the quorum for the board would adjust accordingly, as the board's membership would correspond with those board members who intend to continue serving. Keeping board members in their positions in name only rarely serves a useful purpose.

Filling a vacany requires previous notice...so your motion is improper

The motion is proper if previous notice is provided.

An organization has 12 members and quorum is a majority. Six members resign en masse and walk out never to return. There is no quorum to accept the resignations (or do anything but adjourn) and there won't be in the future. What happens?

Are you sure you mean that the entire organization only has 12 members, or do you mean that the board has twelve members? If the latter, then the general membership (the superior body) can solve the problem by accepting the resignations itself at its next regular meeting or at a special meeting called for the purpose.

If the organization itself truly has only twelve members and a quorum of a majority (both of which are unusual for the general membership of a society), then the remaining members should look to the Bylaws. Accepting new members may not require a vote of the membership (in some societies it simply requires an application and the payment of dues), in which case the society can solve the problem in that way. If accepting new members requires a vote of the membership, I suppose that as a technical point they will need to bribe one of the walk-outs to show up briefly or wait for one of them to die, but as a practical matter I imagine the society will just keep going along as if the resignations are accepted and I doubt anyone will raise a fuss over it, unless one of the walk-outs are litigious, in which case the society should consult legal counsel.

In such an instance, a wise chair should quickly call out "Any objection?" as the members walk toward the door, and the problem is nipped in the bud right there.

[Gary Novosielski]

To clarify for discussion: Quorum requirements are not a fixed number. It's simply 50% +1 of the board membership.

Are those the actual words used? I.e., are you certain it doesn't say "a majority"?