No possible quorum

[DebbieM]

Hi, new here. I searched but didn't find this situation, so please forgive me if it's already discussed.

Board of 8 members, and quorum is 5. One vacancy occurred, and now three more vacancies have occurred. Since the quorum is stated as 5 in the definitions of how to conduct board meetings, but there are only 4 valid members, what can be done?

Bylaws also state: " Any vacancies occurring on the Board or among the officers during the year shall be filled by a majority vote of all members of the Board at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose ."

Does this allow for the board to elect a replacement in spite of the requirement of having 5 as a quorum?

Thanks for any help you can give me.

[Gary Novosielski]

It doesn't look like it.  Many bylaws have language that explicitly says a majority "of the remaining members, even if less than a quorum", but apparently yours don't.

[Atul Kapur]

This is a risk of setting your quorum as a fixed number.

You may want to go consider calling a special meeting of the membership. Do your bylaws allow for that?

[Josh Martin]

2 hours ago, DebbieM said:

Hi, new here. I searched but didn't find this situation, so please forgive me if it's already discussed.

Board of 8 members, and quorum is 5. One vacancy occurred, and now three more vacancies have occurred. Since the quorum is stated as 5 in the definitions of how to conduct board meetings, but there are only 4 valid members, what can be done?

Bylaws also state: " Any vacancies occurring on the Board or among the officers during the year shall be filled by a majority vote of all members of the Board at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose ."

Does this allow for the board to elect a replacement in spite of the requirement of having 5 as a quorum?

Thanks for any help you can give me.

Well, you may not actually have as many vacancies as you think. Resignations are not final until they are accepted by the board - and resignations can’t be accepted without a quorum. So some of those people might still be board members. Perhaps you can offer to buy one of them dinner or something in exchange for showing up to one more meeting (they don’t even have to pay attention - they just need to be in the room). Be sure to provide notice in the call of the meeting that any current vacancies, or any vacancies caused by resignations accepted at the meeting, will be filled at that meeting.

[Guest Zev]

1 hour ago, Josh Martin said:

Be sure to provide notice in the call of the meeting that any current vacancies, or any vacancies caused by resignations accepted at the meeting, will be filled at that meeting.

This suggestion is very appropriate. However, they first need to amend their bylaws because...

4 hours ago, DebbieM said:

Bylaws also state: " Any vacancies occurring on the Board or among the officers during the year shall be filled by a majority vote of all members of the Board at its first regular meeting following the creation of such vacancy, or at a Special Board Meeting called for that purpose ."

...they cannot accept a resignation and fill the office at the same meeting.

[Josh Martin]

17 hours ago, Guest Zev said:

This suggestion is very appropriate. However, they first need to amend their bylaws because...

...they cannot accept a resignation and fill the office at the same meeting.

Thank you, I missed that part. So it appears that the procedure will be somewhat more complex. In the event that it is impractical to amend the bylaws regarding this matter in a timely fashion, I would suggest the following steps:

1.) Persuade one of the resigning board members to show up to two more meetings.

2.) At the next board meeting, accept the resignations of all of the resigning members except or the board member who has agreed to temporarily stick around. Provide notice for filling these vacancies.

3.) At the next board meeting, fill the vacancies caused by those resignations. Ideally, have people lined up beforehand and have them attend, so that they can take their seats immediately. Accept the resignation of the remaining resigning board member and provide notice.

4.) At the next meeting, fill that vacancy.