No quorum available to appoint directors?

[Guest Nicole]

Our Board is going through some very hostile times right now and potentially 3 or 4 members may resign en masse.

If that were to happen, there would not be enough members left over to even vote on new members. 

So if the remaining Board is only 4 people, (our ByLaws say the Board is to be 9, with a quorum of 5) how can we proceed to do any business, or does the required quorum number drop in the event the active board is so few?

[Joshua Katz]

Do the bylaws say a quorum of 5, or are you deriving that from the size being 9?

[rynait]

eventhough i am not parlimentarian,   may i suggest an point.

 

 Robert rules states motions handled one at a time, this rules same applies toward  resignation action, handled one at a time.   those that "will" be processed next, is still active an officer and is obiligated to do duties per bylaws until the replacement is chosen (the replacement is only way to 'complete' terminating old officer's duties.

also  let the president or interim chair (who handle the meeting therefore handles agenda) determine  whose resignation is processed first.. that way organization can process vacancy handling (in bylaws), or membership voting for their replacement. 

This method helps preserve the quorum requirement.   If quorum is not met [obviously resigning officer is absent], therefore valid to disclose to or send a letter to 'resigning' officer stating something like this  "resignation denied, please attend next meeting to complete your resignation request".

Edited March 20, 2020 at 12:57 AM by rynait

[Joshua Katz]

34 minutes ago, rynait said:

 Robert rules states motions handled one at a time, this rules same applies toward  resignation action, handled one at a time.   those that "will" be processed next, is still active an officer and is obiligated to do duties per bylaws until the replacement is chosen (the replacement is only way to 'complete' terminating old officer's duties.

 

This is not correct. A resignation is effective when accepted, not when a replacement is chosen.

34 minutes ago, rynait said:

also  let the president or interim chair (who handle the meeting therefore handles agenda) determine  whose resignation is processed first.. that way organization can process vacancy handling (in bylaws), or membership voting for their replacement. 

 

Most meetings do not require agendas, and chairs do not "handle" the agenda when there is one. The body adopts an agenda.

35 minutes ago, rynait said:

This method helps preserve the quorum requirement.   If quorum is not met [obviously resigning officer is absent], therefore valid to disclose to or send a letter to 'resigning' officer stating something like this  "resignation denied, please attend next meeting to complete your resignation request".

You can vote not to accept a resignation (phrasing the motion in the positive) but it's not clear to me why that will cause the person to show up - unless they care about other status in the organization. In any case, if they show up and resign, and you accept the resignation, you still have a quorum issue IF the quorum is indeed a fixed number, which is why I asked my question above trying to figure that out.

[rynait]

2 hours ago, Joshua Katz said:

This is not correct. A resignation is effective when accepted, not when a replacement is chosen.

 

got me to see both of our misunderstanding(s).  I said the officer is still serving until processed (meaning due process on the accepting the resignation by the controlling body). however i saw my error [my mind stuck on seperation between bylaws-ronr relations]. let me correct this way.. the duty transistion terminates at either adoption or by electing replacement, depending on how the bylaws are written. [RONR says duties end at adoption but strongly recommend that bylaws specify the overriding transistion ending]

2 hours ago, Joshua Katz said:

Most meetings do not require agendas, and chairs do not "handle" the agenda when there is one. The body adopts an agenda.

 

RONR states most body adopts agenda.  and does have recommended agenda template. but RONR does not state who does drafting the agenda. so obviously  when agenda is drafted, should have a list officer's resignations, and probably in some form of sequences.  the idea of handling resignation one at a time, is to exploit; (if any) bylaws' or robert rules' vacancy fulfillment. 

2 hours ago, Joshua Katz said:

You can vote not to accept a resignation (phrasing the motion in the positive) but it's not clear to me why that will cause the person to show up - unless they care about other status in the organization. In any case, if they show up and resign, and you accept the resignation, you still have a quorum issue IF the quorum is indeed a fixed number, which is why I asked my question above trying to figure that out.

the idea, since OP indicates quorum shortage, [shortage to vote for replacement]; this clearly means body can not transact business therefore the business of accepting resignation is not done.  

the best solution to resolve quorum and resignation... is to have all quitting officers show up. at next meeting in order to establish body quorum. have those quitting officers cast their final votes to "officer's resignation acceptance, elect that officer's replacement" (one at a time), so forth, maintaining the quorum of the meeting. then all quitters can go home.

Remember no acceptance (or refuse to accept) means that officer is still bound to serve, and i am sure those elected officers would prefer to terminate their role quickly as possible.

but there is something i keep on wondering.  pro-tems section in robert rules;  could that be utiliized as an alternative to resolving the quorum? 

Edited March 20, 2020 at 04:33 AM by rynait

[Joshua Katz]

8 minutes ago, rynait said:

RONR states most body adopts agenda.  and does have recommended agenda template. but RONR does not state who does drafting the agenda. so obviously  when agenda is drafted, should have a list officer's resignations, and probably in some form of sequences.  the idea of handling resignation one at a time, is to exploit; (if any) bylaws' or robert rules' vacancy fulfillment. 

To the best of my memory, RONR provides that there is no need to adopt an agenda when a body meets as often as quarterly. I assume by recommended agenda template, you mean the standard order of business. These, to be clear, are not the same. If I'm wrong, I apologize.

 

10 minutes ago, rynait said:

the idea, since OP indicates quorum shortage, [shortage to vote for replacement]; this clearly means body can not transact business therefore the business of accepting resignation is not done.  

 

I think you have them chasing their tail. Assuming, again, that the quorum is indeed a fixed number (if not, there may not be a problem at all), then yes, they can only accept resignations up until they lose quorum, but that will let them accept those resignations all the way down to 1 below quorum. If they refuse to accept the resignations, of course, the officers may simply walk out of the room, and the same problem would present itself.

 

12 minutes ago, rynait said:

the best solution to resolve quorum and resignation... is to have all quitting officers show up. at next meeting in order to establish body quorum. have those quitting officers cast their final votes to "officer's resignation acceptance, elect that officer's replacement" (one at a time), so forth, maintaining the quorum of the meeting. then all quitters can go home.

 

I agree, but my concern is that if this is arising out of great hostility, it strikes me as unlikely that, barring some other reason to do so, the officers will play along. People resigning in anger seldom want to help out at the same time.

 

13 minutes ago, rynait said:

Remember no acceptance (or refuse to accept) means that officer is still bound to serve, and i am sure those elected officers would prefer to terminate their role quickly as possible.

 

Sure, but what does this really mean? In an ordinary assembly, what are you really going to make them do? If you do not accept their resignations, and they don't show up, what next? Again, if they have an interest in continuing membership, I see it, but if they want out of the organization, I don't see why they'd care.

 

14 minutes ago, rynait said:

but there is something i keep on wondering.  pro-tems section in robert rules;  could that be utiliized as an alternative to resolving the quorum? 

I'm not sure, what do you have in mind?

[rynait]

22 minutes ago, Joshua Katz said:

To the best of my memory, RONR provides that there is no need to adopt an agenda when a body meets as often as quarterly. I assume by recommended agenda template, you mean the standard order of business. These, to be clear, are not the same. If I'm wrong, I apologize.

 

 

my interpretation of agenda is the sequence of actions needed until adjournment.  that is call to order, roll call,  reports, unfinished, etc.  could list resignation somewhere in that.

22 minutes ago, Joshua Katz said:

I think you have them chasing their tail. Assuming, again, that the quorum is indeed a fixed number (if not, there may not be a problem at all), then yes, they can only accept resignations up until they lose quorum, but that will let them accept those resignations all the way down to 1 below quorum. If they refuse to accept the resignations, of course, the officers may simply walk out of the room, and the same problem would present itself.

 

I agree, but my concern is that if this is arising out of great hostility, it strikes me as unlikely that, barring some other reason to do so, the officers will play along. People resigning in anger seldom want to help out at the same time.

 

Sure, but what does this really mean? In an ordinary assembly, what are you really going to make them do? If you do not accept their resignations, and they don't show up, what next? Again, if they have an interest in continuing membership, I see it, but if they want out of the organization, I don't see why they'd care.

 

ah hostile officers are unfortunate natural thing of the organization.   OP does not say whether hostily is ongoing or not.  In such event,  the organization is already swimming in troubled waters. 

the next few course of action that i can think of; 

1) wait until general membership meeting and elect new officers, revise bylaws to establish means of calling special meeting and special meeting quorums.

2) If your bylaws does not give organization clear cut ability to have general membership meeting, then look at your state, they will have some actions. such as in my state's law, 5% members can call for membership meeting. 

3)  by majority (is it majority. or 3/4??? i forget...), declare entire bylaws in suspension (this dissolves the organization) you will need to look in bylaws to see who votes on bylaw amendment. those are the ones that can suspend the organization bylaws.

4)  you as member, quit the organization; if there is no point for you to preserve the hostile organization. [you can go and watch free dramatics] 

5) start passing words around about those officers,  thus warning other people not to elect those untenable people to offices again. 

 

Edited March 20, 2020 at 05:00 AM by rynait

[Joshua Katz]

Just now, rynait said:

my interpretation of agenda is the sequence of actions needed until adjournment.  that is call to order, roll call,  reports, unfinished, etc.  could list resignation somewhere in that.

 

I think you are mixing up order of business (which is what you described here) with an agenda, which is a series of general and special orders to be taken up. 

 

1 minute ago, rynait said:

1) wait until general membership meeting and elect new officers, revise bylaws to establish means of calling special meeting and special meeting quorums.

 

Sounds good. In our times, there may be some complicating factors, but still, sounds good.

2 minutes ago, rynait said:

2) If your bylaws does not give organization clear cut ability to have general membership meeting, then look at your state, they will have some actions. such as in my state's law, 5% members can call for membership meeting. 

 

I don't think we know enough about this organization to know if this is helpful.

 

3 minutes ago, rynait said:

3)  by majority (is it majority. or 3/4??? i forget...), declare entire bylaws in suspension (this dissolves the organization) you will need to look in bylaws to see who votes on bylaw amendment. those are the ones that can suspend the organization bylaws.

 

I don't have RONR in front of me, but to clarify, we're now talking about dissolution, not suspension of anything. There is no provision for suspending the entire bylaws (unless the bylaws provide for it, but I'm guessing they don't). You can, of course, dissolve the organization, but that seems like killing the patient to save him.

 

4 minutes ago, rynait said:

4)  you as member, quit the organization; if there is no point for you to preserve the hostile organization. [you can go and watch free dramatics] 

 

Sure, that works. I often decline to join, or quit, unhealthy organizations. But the OP presumably has chosen not to go that way.

 

4 minutes ago, rynait said:

5) start passing words around about those officers,  thus warning other people not to elect those untenable people to officers again. 

 

Okay.

[Josh Martin]

12 hours ago, Guest Nicole said:

Our Board is going through some very hostile times right now and potentially 3 or 4 members may resign en masse.

If that were to happen, there would not be enough members left over to even vote on new members. 

So if the remaining Board is only 4 people, (our ByLaws say the Board is to be 9, with a quorum of 5) how can we proceed to do any business, or does the required quorum number drop in the event the active board is so few?

For starters, please quote exactly what your bylaws say regarding the board's quorum.