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What happens when half of a board resigns at once including the president?

Guest Lisa Zazou

By Guest Lisa Zazou
in General Discussion

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Guest Lisa Zazou

Guest Lisa Zazou

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Hello all,
We are a small not-for-profit organization, a national club, that operates under our constitution and bylaws but uses Robert's Rules as a "default" when situations arise that aren't covered in our bylaws.

In the past week, our president, secretary and two directors have resigned, i.e. four of a total of 8 board members.

 

A key reason for these sudden resignations is the actions of the VP -- who is now "promoted" to president. The remainder of the board are all individuals who were appointed by the officers of the previous board (including the VP who is now president). 
 

Our bylaws say: "If an Officer of Director resigns or is removed during his/her term, the position shall be filled by the Board."

Given the above, does Robert's set any limits on how many members of a board can be filled by appointments of a current board when vacancies arise due to resignations?

 

Thanks for any advice,

Lisa Z.

 

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Guest Edgar

Guest Edgar

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However, depending on how the bylaws define a quorum for the Board it is possible that the loss of half of the Board members will mean that the Board can't conduct any business (including appointing new Board members) because they won't have a quorum. 

 

And if the four stop attending meetings, it's possible the board won't be able to muster a quorum in order to accept the resignations in the first place, let alone fill the vacancies.  A kind of Catch-22?

 

Personally, I think it's the height of irresponsibility, if not stupidity, to quit because of one member, especially when quitting will put that member in the president's seat.

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Guest Guest

Guest Guest

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Question: if the board's numbers are reduced to less than a quorum by resignations, what happens then?

I'm sure there's nothing in our club bylaws to cover this situation. Would the club need to hold an election?  And if so, would those elected fill out the remaining of the term, or would this be considered a new term?

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Gary c Tesser

Gary c Tesser

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Question: if the board's numbers are reduced to less than a quorum by resignations, what happens then?

 

The board is frozen.  Immobile.  Stiff as an, um, board.

 

I'm sure there's nothing in our club bylaws to cover this situation. Would the club need to hold an election?  And if so, would those elected fill out the remaining of the term, or would this be considered a new term?

 

If the club can get along without the board's functioning until the regular elections come along, it might just do that.  In fact, it might have to, if that bylaw provision means that filling vacancies on the board is exclusively the board's job.  If it is not taken to remove the power to fill board vacancies from the memberhship, then the membership should, indeed, fill those vacancies as soon as it can (presumably, by electing them, unless you come up with something niftier); and yes, the vacancies are occurring in terms of office, so those filling those seats will just fill out the remainders of the terms.

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Gary c Tesser

Gary c Tesser

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I did not know Robert's Rulers were allowed to be funny!...

Lisa z

 

I had the impression you've read some of the other discussion threads here.  Don't you remember all that stuff from your own thread in January about singing in the shower in Latin?

 

("Rulers."  I got another promotion this week! )

 

Enjoyed the pun and the advice that followed it is very useful.

Lisa z

 

Glad to be of assistance.

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