Small organization-Majority of board resigning, new board members in queue-how to proceed properly?

[Sawi7]

Hi All, 

What a great forum, and thank you all for supporting this resource. I have been reading for awhile now, but from the responses I have seen so far, think perhaps starting a new topic is the best path.

Multi-part procedural question. Current BOD has 5 total positions 4 filledand 1 vacancy that needs to be filled. Three board members wish to resign, there are four new members that wish to take these four positions. We do not have a membership. We have nothing in our bylaws specific to how we handle resignations. We do not want to do anything procedurally incorrect. The members resigning were "not aware of the amount of time involved in running a busy non-profit." 

I would like to know if we can use the informal action clause of our bylaws to handle the resignations and new appointments or "elections" of the new board. I also want to know if the board members resignations are read into minutes at the next formal board meeting, or if they need to be accepted by the new board, or the old board. It's very confusing. 

Bylaws state:

1. Parliamentary Authority- Robert's Rules of Order shall govern meetings when they are not in conflict with the corporation's Bylaws.
2. Informal Action. Any action required to be taken, or may be taken, at a meeting of directors, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by all of the directors with respect to the subject matter of the vote.
3. Voting. Where there is equal to or fewer number of candidates to open positions, then an election will not be required.
4. Number. The directors may establish their number by resolution from time to time. The minimum number of directors of the corporation will be not less than three (3).

Thank you so much for any advice you can provide.

[Atul Kapur]

You don't say if the bylaws have any rules on how vacancies are filled.

If you are incorporated, then there are likely rules in the law that applies to your organization that apply.

If the law and your bylaws are truly silent, then RONR states that resignations must be accepted. It would probably be best to accept the resignations one-by-one and fill the resulting vacancy before moving on to the next resignation. You could start by having the board fill the one vacancy.

It would proceed as follows, with each step being a separate motion. If you have X, Y, and Z who wish to resign and A,B,C, and D who are willing to step up:

1) Appoint A to fill the vacancy.
2) Accept X's resignation.
3) Appoint B to fill the vacancy caused by W X's resignation.
4) Accept Y's resignation.
5) Appoint C to fill the vacancy caused by Y's resignation.
6) And so on...
 

This way, there is no "old board" and no "new board," and you avoid the risk of having fewer than three members on the board at any time. This can all be done at one meeting; it would be better to state in the call of the meeting that you will be considering resignations and filling any resulting vacancies.

I would avoid the "informal action" route because the membership of the board will change with every resignation and appointment, so you would need to be very careful about which board members' signatures you need on which written consent form.

Edited February 19, 2021 at 12:19 AM by Atul Kapur
Corrected typo, as indicated.

[Sawi7]

Thanks, Atul! 🙂This is very helpful. One last question, do the resignation letters need to be officially "read" into the minutes, and/or received before the meeting, or can they just be acknowledged as "resignation submitted to the board" and then accepted by a motion, second, vote?

Many thanks for your expertise!

[Atul Kapur]

The letters should be sent by the directors wishing to resign and most appropriately be addressed to the Secretary. The Secretary  would then report that they've received a letter of resignation.

There is no motion to "receive" correspondence, or a committee report, or anything else.

Then the motion "That [name]'s resignation be accepted," is moved, seconded, considered, and voted on.

The letters should be filed with the other official correspondence and records of the organization.

[Sawi7]

Thank you, again!

k