Bylaws and quorum

[Guest megan]

Thank you for any help. If the bylaws of a nonprofit states "The Board shall consist of not less than six (6) and not more than twenty (20) volunteer directors." The board currently has six members, what happens if one steps down? 

[Gary Novosielski]

What do the bylaws say about filling vacancies?

[Josh Martin]

On 8/23/2023 at 10:30 PM, Guest megan said:

If the bylaws of a nonprofit states "The Board shall consist of not less than six (6) and not more than twenty (20) volunteer directors." The board currently has six members, what happens if one steps down? 

Then the board will only have five members and the vacancy should be filled as soon as possible. But other than that, I don't think anything in particular happens, so long as the quorum can still be met. What, if anything, do your bylaws provide regarding the quorum for the board?

Many organizations provide for a range of board members in their bylaws and, for some reason, are under the impression that there are catastrophic consequences if the board temporarily falls below the low end of the range. But I see no reason to believe this is the case. I would note that not all organizations provide for a range - many organizations provide for a fixed number of directors (seven, for instance). This obviously does not mean the board becomes unable to function in the event a board member resigns, is removed from office, or dies, and therefore the board temporarily has fewer than seven members. It simply means that the resulting vacancy must be filled. The situation is similar here, except that there is more flexibility.

Edited August 24, 2023 at 02:01 PM by Josh Martin