Guest Jim House Posted February 1, 2019 at 12:38 PM Report Share Posted February 1, 2019 at 12:38 PM We have a BoD that consist of two groups. Each group has a minimum of two directors equaling 4 directors. In addition, we have three other directors for a total of 7 Bylaws state that two representatives from from each group have to be present to make a quorum. Recently we had one of the 4 required directors resign, leaving us short. The plan would be to amend the bylaws to only require 1 member from each of the two groups to make a quorum. However, we do not have a quorum to vote this amendment to the bylaws. Any ideas would be most welcome here. Kind regards Jim Quote Link to comment Share on other sites More sharing options...
jstackpo Posted February 1, 2019 at 01:18 PM Report Share Posted February 1, 2019 at 01:18 PM Check the bylaws... Perhaps the general membership has the authority to amend bylaws, not the Board. If not, you are stuck. Incorporated? Perhaps state corp. law has a way out for you -- RONR doesn't. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted February 1, 2019 at 03:43 PM Report Share Posted February 1, 2019 at 03:43 PM 3 hours ago, Guest Jim House said: The plan would be to amend the bylaws to only require 1 member from each of the two groups to make a quorum. However, we do not have a quorum to vote this amendment to the bylaws. Agreeing with Dr. Stackpole, is only the board of directors authorized to amend the bylaws? Not the general membership? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted February 1, 2019 at 08:09 PM Report Share Posted February 1, 2019 at 08:09 PM 6 hours ago, jstackpo said: Check the bylaws... Perhaps the general membership has the authority to amend bylaws, not the Board. If not, you are stuck. Incorporated? Perhaps state corp. law has a way out for you -- RONR doesn't. Stuck? I'm not so sure. Is there an obvious solution in RONR? Not that i'm aware of. But, my training as an attorney and by nature is to find a solution. I don't like "stuck". What's the alternative? The organization just withers away because of an inability to obtain a quorum? The members form a new organization with the same purpose? What about the money in the treasury? Does it just escheat to the state? I don't like those alternatives. I believe there is a way for the organization to carry on. I'll come back later after giving this some more thought and doing some research, but I think a solution might lie along the lines that General Robert suggested in his answer to Question 107 in Parliamentary Law and in the answer to Question 41 on page 25 of Volume 78, No 1, Fall 2016 Edition of the NAP's National Parliamentarian. That opinion is based on a situation I was confronted with and was submitted to the opinions committee on my behalf. First, though, I have a question for Guest Jim House: How and by whom (what body) are vacant director positions filled? Does the board fill its own vacancies? What is the exact language in the bylaws regarding filling vacancies on the board? Is it possible to just fill the vacancy? Quote Link to comment Share on other sites More sharing options...
jstackpo Posted February 1, 2019 at 11:00 PM Report Share Posted February 1, 2019 at 11:00 PM My response on a different (but related I think) thread may well fit here... Or, argue like this: Since a quorum is used to obtain a "representative sample" of the membership, if ALL the membership is there, there is no problem with a "sample". So go ahead and amend to your heart's content as long as everybody (not always easy to do, unless it is a smallish board) shows up. This comports with RONR's default bylaw amendment rule (page 581) allowing that a "majority of the entire membership" with notice can amend bylaws. It also comports with the page 264 rule that one can suspend a rule protecting absentees at a meeting where everybody (i.e., NO absentees) is there. Quote Link to comment Share on other sites More sharing options...
Guest Zev Posted February 1, 2019 at 11:19 PM Report Share Posted February 1, 2019 at 11:19 PM 10 hours ago, Guest Jim House said: The plan would be to amend the bylaws to only require 1 member from each of the two groups to make a quorum. A quorum of two out of seven seems a little bit thin. Even the House of Lords in London needs a quorum of three. Why not change it to a flat four and let any four constitute a quorum. What is wrong with that? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted February 2, 2019 at 12:49 AM Report Share Posted February 2, 2019 at 12:49 AM 1 hour ago, Guest Zev said: A quorum of two out of seven seems a little bit thin. Even the House of Lords in London needs a quorum of three. Why not change it to a flat four and let any four constitute a quorum. What is wrong with that? I don't know if those two members would be the total quorum requirement. It might well be one director from each of the two groups plus a certain number of other members. Such a requirement isn't that unusual. Requiring a certain number of officers is also common. Quote Link to comment Share on other sites More sharing options...
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