Resolving a Constitutional Catch-22

[Ken Boettcher]

An organization's constitution stipulates that an executive body must be composed of five members. One executive body member gets Alzheimers and cannot serve. Two quit and leave the organization.

One of the two remaining members offers a motion to amend the constitution on an interim basis to stipulate that the body should be composed of at least two and up to five members.

The chair, who has no vote but a voice on the executive body, rejects the motion based on another section of the constitution, which stipulates that only the executive body or the national membership can amend the constitution, and only the executive body can call for a convention. The chair maintains that since the executive body has fallen below the constitutional membership requirement, it no longer exists.

How can this conundrum be resolved?

Thanks to you all,

Puzzled in California

 

 

[Josh Martin]

30 minutes ago, Ken Boettcher said:

An organization's constitution stipulates that an executive body must be composed of five members. One executive body member gets Alzheimers and cannot serve. Two quit and leave the organization.

One of the two remaining members offers a motion to amend the constitution on an interim basis to stipulate that the body should be composed of at least two and up to five members.

The chair, who has no vote but a voice on the executive body, rejects the motion based on another section of the constitution, which stipulates that only the executive body or the national membership can amend the constitution, and only the executive body can call for a convention. The chair maintains that since the executive body has fallen below the constitutional membership requirement, it no longer exists.

How can this conundrum be resolved?

There is no conundrum to resolve, there is no need to amend the constitution, and the chairman is incorrect. The fact that the constitution provides that the executive body shall consist of five members does not mean that the executive body is unable to conduct business, let alone that it ceases to exist, on the grounds that it temporarily falls below that number. So long as the executive body is still able to obtain a quorum it can continue to conduct business, and the first order of business should be to fill the vacancies as soon as possible. If the chairman is an obstacle to this, note that the chairman's rulings may be appealed from, which places the question in the hands of the assembly.

So what does the constitution say (if anything) regarding a quorum?

[Ken Boettcher]

Thanks for your response, Josh.

A majority shall constitute a quorum for regular and special sessions of the executive body. There are now only two members left of the executive body.

[Atul Kapur]

You have two members. A majority of two is two.

You have three vacancies to fill.

If you're bylaws said that a quorum was defined as three members, then you'd have a problem.

[Richard Brown]

Agreeing with Dr. Kapur, when counting members, you count only living, breathing, actual members.  Regardless of how many members your board is authorized to have or is supposed to have, at the moment it appears to have only two actual living breathing members.

Edited to add: Those two members constitute the board and are authorized to act just as if there were five of them unless the bylaws specifically provide otherwise. We have not been shown any contrary provision.

Edited November 8, 2020 at 02:09 AM by Richard Brown
Added last paragraph and made typographical correction

[Ken Boettcher]

Thanks so much to all of you. I will present this perspective to our chair. I'll let you know how things turn out. Is there any possible interpretation where the executive body could be considered out of existence under any reading of Robert's Rules?

[Gary Novosielski]

2 hours ago, Ken Boettcher said:

Thanks so much to all of you. I will present this perspective to our chair. I'll let you know how things turn out. Is there any possible interpretation where the executive body could be considered out of existence under any reading of Robert's Rules?

No, that's nonsense.  RONR is intended to help organizations accomplish their goals fairly and expeditiously, not to cripple them.  Its principles of interpretation require that if there are two possible readings of a rule, the non-absurd one must be chosen.