PatchesSlave Posted June 7, 2021 at 03:37 PM Report Share Posted June 7, 2021 at 03:37 PM Our club bylaws state we are to operate under RONR Our bylaws also state there are to be 7 board of directors, but is silent on what constitutes a quorum. We had 4 members all resign at the same time between meetings via email and I'm pretty sure they have no intention of returning Questions: 1. Are the 4 still members of the board for the purpose of determining a quorum, as they did not submit a resignation that was signed, and has not been accepted per RONR? 2. If the remaining 3 have a meeting, is there a quorum present, if not how can this organization continue to function? Thank you for your help. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted June 7, 2021 at 03:42 PM Report Share Posted June 7, 2021 at 03:42 PM (edited) Until the vacancies are filled, a quorum of two members will suffice to transact business. I am editing this response to add a caveat. Ordinarily, a resignation requires acceptance by the electing body, in this case, the general membership assembly. From the facts given, I have to assume that the resignations by email are the proper way to resign from the executive board of this society and no further action by the general membership assembly is required. That seems to be the gist of this thread. If, on the other hand, the resignations need acceptance, the executive board still has seven members, and a quorum of four members is required to transact business. Those members submitting resignations would have the duty to continue performing their duties as members of the executive board until their resignations are accepted. Edited June 7, 2021 at 03:47 PM by Rob Elsman Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 7, 2021 at 03:59 PM Report Share Posted June 7, 2021 at 03:59 PM 3 minutes ago, Rob Elsman said: Until the vacancies are filled, a quorum of two members will suffice to transact business. Once the resignations are accepted and the vacancies actually exist, that will probably be true. However, it does not answer the underlying questions of whether the four members who submitted resignations are still members of the board and whether there is even a means of accepting their resignations if they refuse to show up for a meeting. Based on what we have been told and on the rules in RONR, it seems that at least one of those four members will need to show up at a meeting so that they have a quorum of at least four numbers to vote to accept the resignations. if these four members who are trying to resign refuse to show up at a meeting, I don’t know what the solution is to that catch-22. Perhaps after the passage of some period of time if the vacancies can be deemed to exist, but RONR provides no real guidance on what to do in a situation such as this. The best advice I can offer is to try to get at least one of those four to show up at a meeting to vote to accept the resignations. Once the resignations are accepted, the board will then have three members. If the bylaws have no provision regarding a quorum of the board, the default provision in RONR is that a quorum consists of a majority of the members of the board, which I interpret as being living, breathing members. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted June 7, 2021 at 04:07 PM Report Share Posted June 7, 2021 at 04:07 PM The refusal of a member of the executive board to perform the duties of the office until the resignation is effective is tantamount to dereliction of duty, for which there are punishments, including expulsion from the society, that can be imposed. As Mr. Brown points out well, there are serious difficulties for the society that can arise. These members of the board have a serious obligation to continue to perform their duties until the resignations are effective, whenever that is in this society. Quote Link to comment Share on other sites More sharing options...
Guest Puzzling Posted June 7, 2021 at 04:13 PM Report Share Posted June 7, 2021 at 04:13 PM If the bylaws allow maybe calling a special meeting of the membership to elect new/ replacement boardmembers would be a proper way to clear it all up. Quote Link to comment Share on other sites More sharing options...
PatchesSlave Posted June 7, 2021 at 04:13 PM Author Report Share Posted June 7, 2021 at 04:13 PM Rob and Richard, thank you for your answers. That is exactly what I thought. In the event none of them will show up, we will have to elect some new BOD members at the annual membership meeting and till then the current board is powerless to do anything. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted June 7, 2021 at 04:43 PM Report Share Posted June 7, 2021 at 04:43 PM If the refuseniks cause the society compensable damages, the society might be able to recover through a civil suit in court. Quote Link to comment Share on other sites More sharing options...
J. J. Posted June 7, 2021 at 04:56 PM Report Share Posted June 7, 2021 at 04:56 PM Accept the resignations at an inquorate meeting. Then, at a future quorate meeting, ratify the action. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 7, 2021 at 05:01 PM Report Share Posted June 7, 2021 at 05:01 PM (edited) @PatchesSlave, if the Directors who submitted resignations refuse to cooperate and to show up at a board meeting to accept their resignations, you may have to remove one or more of them from office. That might be relatively easy or difficult, depending on the language in your bylaws regarding terms of office and whether your bylaws contain provisions for removal from office. See FAQ # 20 on the main website for some general information about removing officers before their terms have expired. Here is a link to the frequently asked questions. Scroll down to # 20, the last one in the list. https://robertsrules.com/frequently-asked-questions/#faqs Edited June 7, 2021 at 05:06 PM by Richard Brown Added a link to the frequently asked questions Quote Link to comment Share on other sites More sharing options...
PatchesSlave Posted June 7, 2021 at 06:25 PM Author Report Share Posted June 7, 2021 at 06:25 PM Richard, our bylaws state: "Any Director or Officer missing two consecutive meetings scheduled at least 30 days in advance must seek approval from the Board to excuse such absence. The written request to excuse absences must be approved by a majority of the Directors. Automatic removal from office of either a Director or Officer for unapproved absences of 2 or more scheduled meetings is at the discretion of the Board." They have not requested to be excused and will soon miss two scheduled meetings. The wording would imply that removal is automatic unless exceptions were made by the board. If this is true, then the problem would be solved. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 7, 2021 at 08:23 PM Report Share Posted June 7, 2021 at 08:23 PM 3 hours ago, J. J. said: Accept the resignations at an inquorate meeting. Then, at a future quorate meeting, ratify the action. Assuming the four "resigning" directors do not show up at either, there are still 7 directors until the action is ratified, and the future meeting is still inquorate. Catch-22 1 hour ago, PatchesSlave said: Automatic removal . . . is at the discretion of the Board. I do not know what to make of this sentence. Is removal automatic or at the discretion of the Board? You say that, "The wording would imply that removal is automatic unless exceptions were made by the board," which is one possible interpretation, but the wording is ambiguous, at best. Quote Link to comment Share on other sites More sharing options...
Weldon Merritt Posted June 7, 2021 at 08:55 PM Report Share Posted June 7, 2021 at 08:55 PM 29 minutes ago, Atul Kapur said: You say that, "The wording would imply that removal is automatic unless exceptions were made by the board," which is one possible interpretation, but the wording is ambiguous, at best. I agree. It seems self-contradictory. If removal is automatic, how can it be "at the discretion of the board"? Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 7, 2021 at 09:09 PM Report Share Posted June 7, 2021 at 09:09 PM 12 minutes ago, Weldon Merritt said: I agree. It seems self-contradictory. If removal is automatic, how can it be "at the discretion of the board"? I agree with you and Dr. Kapur. Those were my thoughts exactly as I read the bylaw provision. Quote Link to comment Share on other sites More sharing options...
J. J. Posted June 7, 2021 at 11:26 PM Report Share Posted June 7, 2021 at 11:26 PM 2 hours ago, Atul Kapur said: Assuming the four "resigning" directors do not show up at either, there are still 7 directors until the action is ratified, and the future meeting is still inquorate. Catch-22 At the point the resignations are accepted, there would be 3 members. At least three of the four members could show up and vote against ratification, but once accomplished, no point of order could be raised. Quote Link to comment Share on other sites More sharing options...
PatchesSlave Posted June 8, 2021 at 03:07 AM Author Report Share Posted June 8, 2021 at 03:07 AM I agree the bylaw is ambiguous and poorly worded, but that is how it is written. It appears that the board has to make the determination as to the outcome of missing two meetings, so probably doesn't help our situation. I really appreciate all the good feedback on this difficult situation. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 8, 2021 at 05:56 AM Report Share Posted June 8, 2021 at 05:56 AM 6 hours ago, J. J. said: At the point the resignations are accepted, there would be 3 members. How can an inquorate meeting validly accept resignations? Quote Link to comment Share on other sites More sharing options...
Guest Zev Posted June 8, 2021 at 06:41 AM Report Share Posted June 8, 2021 at 06:41 AM So a member of a board of directors submits his resignation and the organization's business is brought to a screeching halt whether the organization accepts his resignation or not. Come on, guys. Think. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted June 8, 2021 at 12:13 PM Report Share Posted June 8, 2021 at 12:13 PM (edited) 20 hours ago, PatchesSlave said: 1. Are the 4 still members of the board for the purpose of determining a quorum, as they did not submit a resignation that was signed, and has not been accepted per RONR? They are still members of the board for all purposes, including for determining the presence of a quorum. There is no requirement that a resignation be signed. A resignation may be submitted in writing (email counts) to the secretary or appointing power or submitted orally during a meeting. So I believe the resignations were properly submitted. Certainly, however, the resignation must be accepted at a meeting with a quorum present. 20 hours ago, PatchesSlave said: 2. If the remaining 3 have a meeting, is there a quorum present No. 20 hours ago, PatchesSlave said: if not how can this organization continue to function? The first choice would seem to be to persuade one of the four resigning members to show up long enough to accept the resignations. They don't even have to pay attention, they just have to be there. Offer to buy them dinner or something. Failing that, the resignations could be accepted by the general membership. 19 hours ago, Richard Brown said: @PatchesSlave, if the Directors who submitted resignations refuse to cooperate and to show up at a board meeting to accept their resignations, you may have to remove one or more of them from office. That might be relatively easy or difficult, depending on the language in your bylaws regarding terms of office and whether your bylaws contain provisions for removal from office. It seems unnecessary to remove them from office since they may be removed simply by accepting their resignations. Even if the bylaws provide that the board may fill vacancies (which I take is it the case), and the board therefore has the authority to accept resignations, I do not believe this takes away the membership's power to accept resignations. 17 hours ago, PatchesSlave said: Richard, our bylaws state: "Any Director or Officer missing two consecutive meetings scheduled at least 30 days in advance must seek approval from the Board to excuse such absence. The written request to excuse absences must be approved by a majority of the Directors. Automatic removal from office of either a Director or Officer for unapproved absences of 2 or more scheduled meetings is at the discretion of the Board." They have not requested to be excused and will soon miss two scheduled meetings. The wording would imply that removal is automatic unless exceptions were made by the board. If this is true, then the problem would be solved. This may provide a solution, although I concur with my colleagues that there is ambiguity in the meaning of this rule. Edited June 8, 2021 at 12:13 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 8, 2021 at 01:18 PM Report Share Posted June 8, 2021 at 01:18 PM 6 hours ago, Guest Zev said: So a member of a board of directors submits his resignation and the organization's business is brought to a screeching halt whether the organization accepts his resignation or not. Come on, guys. Think. Four of the seven directors submitted resignations, not just one director. Quote Link to comment Share on other sites More sharing options...
Joshua Katz Posted June 8, 2021 at 01:28 PM Report Share Posted June 8, 2021 at 01:28 PM If the rules allowed one member of a 7 member board to cripple the organization, I would say the rules are wrong. (Ahem.) But if they allow a majority of the board to cause problems, well, I can't say that makes the rules wrong. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted June 8, 2021 at 01:30 PM Report Share Posted June 8, 2021 at 01:30 PM 1 hour ago, Josh Martin said: The first choice would seem to be to persuade one of the four resigning members to show up long enough to accept the resignations. 1 hour ago, Josh Martin said: Failing that, the resignations could be accepted by the general membership 1 hour ago, Josh Martin said: It seems unnecessary to remove them from office since they may be removed simply by accepting their resignations. Even if the bylaws provide that the board may fill vacancies (which I take is it the case), and the board therefore has the authority to accept resignations, I do not believe this takes away the membership's power to accept resignations. I agree with you on all three points above. For some reason I was thinking that either the membership only meets once a year or that the bylaws provide that only the board can accept resignations. Upon rereading the entire thread, it is clear that nothing in this thread says that is the case. Perhaps I was confusing this thread with another thread where the membership meets only annually. At any rate, I agree that the membership itself should be able to accept the resignations and that removal from office should not be necessary Quote Link to comment Share on other sites More sharing options...
J. J. Posted June 8, 2021 at 01:43 PM Report Share Posted June 8, 2021 at 01:43 PM 7 hours ago, Atul Kapur said: How can an inquorate meeting validly accept resignations? It is no longer inquorate, once ratification occurs. It would only be an inquorate meeting until that ratification happens. I will concede, readily, that until ratification, a point of order will be legitimate. Quote Link to comment Share on other sites More sharing options...
Guest Puzzling Posted June 8, 2021 at 02:49 PM Report Share Posted June 8, 2021 at 02:49 PM 8 hours ago, Guest Zev said: So a member of a board of directors submits his resignation and the organization's business is brought to a screeching halt whether the organization accepts his resignation or not. Come on, guys. Think. That is why I suggested a (special) meeting of the membership. Sooner or later it will reach the membership and it is better to do so in an as orderly as possible fashion. Problem is also if these 4 resignates come together they can claim they form a majority of some old board with all the troubles that can give. (Hopefully they do not get together) Also was puzzling are the four officers (like presidents, secretary and treasurer). Or just boardmembers at large? Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted June 8, 2021 at 03:24 PM Report Share Posted June 8, 2021 at 03:24 PM 1 hour ago, J. J. said: It is no longer inquorate, once ratification occurs. It would only be an inquorate meeting until that ratification happens. And, as the meeting is inquorate prior to the ratification, it does not have the authority to ratify anything. Quote Link to comment Share on other sites More sharing options...
J. J. Posted June 9, 2021 at 02:20 AM Report Share Posted June 9, 2021 at 02:20 AM 10 hours ago, Atul Kapur said: And, as the meeting is inquorate prior to the ratification, it does not have the authority to ratify anything. Why would that be? Let me give you this analogy. A question, a main motion, is put at an inquorate meeting. The question is one that has to adopted at a quorate At that point, enough members come in to make a quorum. Does that meeting have the authority to adopt that motion? Quote Link to comment Share on other sites More sharing options...
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