Replacing a BOD when a quorum is no longer possible.

[Guest Anonymous]

Our social club just had a major upheaval. All but 3 voting members of our BOD resigned and our constitution states that a quorum of 6 BOD members is required to conduct the business of the club. It also states that in the event of BOD vacancies, that the president will appoint new directors/officers and the BOD shall ratify his selections. There is no fall back clause if there are not enough BOD members to make a quorum. At that point, the constitution defaults to Robert's Rules of Order. What would the proper procedure be in order to replace the board so that we can continue and put this all behind us as quickly as possible?

[Josh Martin]

Our social club just had a major upheaval. All but 3 voting members of our BOD resigned and our constitution states that a quorum of 6 BOD members is required to conduct the business of the club. It also states that in the event of BOD vacancies, that the president will appoint new directors/officers and the BOD shall ratify his selections. There is no fall back clause if there are not enough BOD members to make a quorum. At that point, the constitution defaults to Robert's Rules of Order. What would the proper procedure be in order to replace the board so that we can continue and put this all behind us as quickly as possible?

 

Your bylaws supersede RONR. If your bylaws provide "that in the event of BOD vacancies, that the president will appoint new directors/officers and the BOD shall ratify his selections," and say nothing else on the subject, then that is the only way vacancies can be filled.

[Edgar Guest]

All but 3 voting members of our BOD resigned . . . 

 

Perhaps you can persuade the resigning board members to attend one last meeting. Tell them that their resignations can't be formally accepted by the board without a quorum (even if the president can accept the resignations). Tell them that their irresponsibility is crippling the board and harming the organization. Tell them that quitting is not what they were elected to do. Tell them, in short, to behave themselves.

 

By the way, are you certain that your board's quorum is a fixed number (i.e. six) and not, say, a majority of the members? If so, that's one thing you might want to change when you get around to amending your bylaws. And, when you say "voting members" of the board, does that mean you have non-voting members of the board?

[Guest Anonymous]

This is copied directly from our club constitution regarding a quorum:

 

"Section 6 -- Quorum

In order to conduct items of business at Directors Meetings and Business Meetings, a quorum must be present.  For Business Meetings, a quorum shall be defined as 10% of the prior month's membership.  At Director's Meetings, a quorum shall be at least 2/3 of the number of voting directors/officers (directors, president, vice president). Without a quorum present at the aforementioned meetings, items of business shall not be conducted."

 

And this is what it says about filling a vacancy:

 

"Section 3 -- Vacancy

In the event that any of the Directors or Officers shall resign or become unable to hold office before the end of his/her elected term, the President shall, subject to ratification by the Board, appoint a member to fill the vacancy of said term."

 

The way I read it, after reading the responses here, is that a quorum is 2/3 of the remaining voting members of the board (yes, we have non-voting members - secretary, treasurer, National Organization Governor, Chairpersons for various committees, Museum Ambassador). So that if we have 3 remaining board voting board members, 2 of those must be present in order to vote? And those would be sufficient to ratify the new board members?

 

The resignation of the board was asked for and welcomed. We are hoping that it will help to heal the rift our club has been experiencing. They would do their best to nullify anything our remaining board members would do to try to move forward from here if they were asked to remain and ratify the new board.

 

Thank you so much for your input and advice on this topic.

 

 

[Gary Novosielski]

According to that rule, if you have only three members, the quorum would be 2.       (2/3 * 3 = 2)

 

The question is, did the resignations actually take effect, or are those who resigned still technically "members" of the board?

 

Ordinarily, resignations are a request by the officeholder to be excused from the office, and have to be accepted (granted) to go into effect.

 

But a case might be made that if the resignations were requested by the board, and the officeholder granted the request by resigning, the action is complete as soon as the resignation is offered.  It's not the strongest argument ever, but it makes some sense.

 

See what others think.

[Guest Anonymous]

You said that the quorum on the board is 6.  But according to that rule, if you have only three members, the quorum would be 2.       (2/3 * 3 = 2)

 

Did the resignations actually take effect, or are those who resigned still technically "members" of the board?

 

As far as I know, they resigned and it took effect at our last membership meeting on May 5th.

[Josh Martin]

The way I read it, after reading the responses here, is that a quorum is 2/3 of the remaining voting members of the board (yes, we have non-voting members - secretary, treasurer, National Organization Governor, Chairpersons for various committees, Museum Ambassador). So that if we have 3 remaining board voting board members, 2 of those must be present in order to vote? And those would be sufficient to ratify the new board members?

 

The resignation of the board was asked for and welcomed. We are hoping that it will help to heal the rift our club has been experiencing. They would do their best to nullify anything our remaining board members would do to try to move forward from here if they were asked to remain and ratify the new board.

 

As far as I know, they resigned and it took effect at our last membership meeting on May 5th.

 

Based on this information, yes, I would say that your board currently has three members, so a quorum is two. The board can take action so long as a quorum is present, including ratifying the President's appointments.