Guest Elaine Posted March 3, 2013 at 08:27 PM Report Share Posted March 3, 2013 at 08:27 PM Our organization has found itself in a situation where we have lost enough board members that it puts us in a position to no longer have a quorum at the board meetings. The C&B requires the BOD fill the vacant positions, however if we dont have a quorum the BOD cant meet. Is there quidance on this situation in Robert Rules?Thank you in advance. Link to comment Share on other sites More sharing options...
Josh Martin Posted March 3, 2013 at 08:39 PM Report Share Posted March 3, 2013 at 08:39 PM Our organization has found itself in a situation where we have lost enough board members that it puts us in a position to no longer have a quorum at the board meetings.Let's double-check this first - how do your Bylaws define a quorum?The C&B requires the BOD fill the vacant positions, however if we dont have a quorum the BOD cant meet. Is there quidance on this situation in Robert Rules?If your Bylaws provide that the Board shall fill vacancies and the board can't obtain a quorum, then you won't be able to fill the vacancies unless you amend the Bylaws. Link to comment Share on other sites More sharing options...
Guest Elaine Posted March 3, 2013 at 10:20 PM Report Share Posted March 3, 2013 at 10:20 PM Let's double-check this first - how do your Bylaws define a quorum?The quorum for such a meeting shall be a majority of the board. Verbatim as it relates to the regular board meeting.If your Bylaws provide that the Board shall fill vacancies and the board can't obtain a quorum, then you won't be able to fill the vacancies unless you amend the Bylaws.Can we do business and thus fill the vacancies at general meeting if we have a quorum at the general meeting?What happens if the club sustains a tragedy and we are unabe to have a board quorum? Is there any proviso in RR that would guide us in this situation?THANK YOU for your response! Link to comment Share on other sites More sharing options...
g40 Posted March 3, 2013 at 11:19 PM Report Share Posted March 3, 2013 at 11:19 PM Your bylaws (or other governing documents) define what can be done at the general membership meeting. I believe "majority of the board" could mean two different things. It might mean majority of the board positions OR it might mean majority of current board members. If it is majority of board members, then you don;t have a quorum problem. Link to comment Share on other sites More sharing options...
jstackpo Posted March 3, 2013 at 11:22 PM Report Share Posted March 3, 2013 at 11:22 PM Yes. "Majority of the Board" is, in RONR, taken to mean a majority of the living breathing Board members. So if more than half of your current Board members show up, they (presuming the bylaws say so) can fill vacancies.See the footnote on p. 403 Link to comment Share on other sites More sharing options...
Josh Martin Posted March 4, 2013 at 12:55 AM Report Share Posted March 4, 2013 at 12:55 AM The quorum for such a meeting shall be a majority of the board. Verbatim as it relates to the regular board meeting.Based on what you've stated, the quorum is a majority (more than half) of the current board members. So it's entirely possible for the board to have a quorum.If you take a closer look at the Bylaws and determine that the quorum is a majority of the total positions on the board, you'll need to amend your Bylaws. Link to comment Share on other sites More sharing options...
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