Club's Exec. Board is below number in bylaws

[slk]

A newly formed clubs bylaws state that its Executive Board will consist of 7-13 members but now has only 5. 

Those remaining Board members want to rewrite the bylaws to reflect a lessor required number. 

Can the remaining 5 meet to vote on decreasing the number as well as rewriting the bylaws?

[Thomas Ralph]

Assuming they can meet the quorum requirement, which, unless explicit set, is a majority of the members, that is three, then they can hold a meeting.

Bylaw amendments normally require the membership to approve them, not the board. But you'll need to consult the bylaws to see if that's the case for this organization.

[slk]

Thank you Thomas.  In other words what you have said is:

 

1. although the bylaws state the Board shall consist of 7-13 members,

2. in that the club only has 5 Board of Directors members, 

3. a quorum (3) can hold a meeting to amend the by-laws,

4. which then could be taken to the general membership for a vote?

[Guest Edgar]

Not exactly. If your bylaws say that they can only be amended by the general membership then the board really has no (formal) role in the amendment process. But, of course, the board could make a recommendation that the bylaws be amended (but so could any other member). The (general) membership is then free to accept or reject or modify the board's recommendation.

 

My recommendation is that you settle on a specific number of board members (e.g. five), and not a range (e.g. no fewer than five and no more than fifteen).

[slk]

the question is: since the bylaws state that the Exec. BOD consists of 7-13 and (due to resignations), we now only have 5 BOD members -

are we (5 remaining BOD members) under RR permitted/allowed to convene in order to rewrite the bylaws, pass a motion to then  be taken to the general membership for final approval?

[Edgar Guest]

Vacancies in boards occur all the time without bringing the business of the board to a screeching halt. As long as you can muster a quorum (often, but not always, a majority of the remaining members), you're good to go.

 

But nothing in RONR gives your board the authority to "rewrite the bylaws". At most, and as noted, the board could submit a recommendation to the general membership for their consideration.

[jstackpo]

Yes, with 5 (living breathing) members a quorum is 3 and you can meet and do official things.

[Gary c Tesser]

the question is: since the bylaws state that the Exec. BOD consists of 7-13 and (due to resignations), we now only have 5 BOD members -

are we (5 remaining BOD members) under RR permitted/allowed to convene in order to rewrite the bylaws, pass a motion to then  be taken to the general membership for final approval?

 

slk, you have two completely distinct, separate questions here:  (1) amending the bylaws, and ( (because I like that silly face) the quorum for your board.  The process for amending the bylaws should be right there in the bylaws themselves (typically, the last article, as RONR sort-of advises).  And unless it specifically says something about the board's being involved in the amendment process, the board has nothing to do with it.  

 

Especially if the board cannot garner itself a quorum.  Whatever it turns out to be.

 

(This is pretty much emphasizing what transplanted Mr Ralph and sedentary Guest_Edgar have already said.  No?)

[slk]

thank each of you for you time to explain - this is all new to all of us - so in closing:

the current Bylaws state: "The Club's Executive Board shall consist of 7 -13  residents",

we now only have 5, from which a quorum (3) can conduct the business of the BOD,

to include rewriting the bylaws for submission to the membership

 

right?

[Edgar Guest]

Right enough. Just make sure the (general) membership knows that the recommended changes proposed by the board can be rejected or modified.

 

I would also add that the board's recommendation to reduce the size of the board gives more power to each board member. So, as a general member, I'd probably be in favor of a larger board rather than a smaller board.

[Gary Novosielski]

the question is: since the bylaws state that the Exec. BOD consists of 7-13 and (due to resignations), we now only have 5 BOD members -

are we (5 remaining BOD members) under RR permitted/allowed to convene in order to rewrite the bylaws, pass a motion to then  be taken to the general membership for final approval?

Nobody here can answer that question because it depends on what the bylaws say about their own amendment.  Whatever the procedure there is, that's the procedure that has to be followed.

 

Do your bylaws give the board the right to initiate a bylaws amendment?  That would be unusual.  If not, then the board has no role in the process.   They could recommend that the membership take a certain action, and that's all.

 

Even if they are allowed to initiate an amendment, it's unlikely that it would be sent to the membership merely "for final approval".  The membership can do much more than simply vote up or down.  It can also modify the original motion in a large variety of ways.