Too few board members

[Guest Ana Hills]

Our board consists of 7 members.  4 have resigned including the chair and co-chair. Can the 3 still meet?  Can they take action or make decisions?  Can they have an executive session?

[Joshua Katz]

Do your bylaws say anything about quorum? If not, quorum is a majority of the actual-existing members, so 2 in this case, so the 3 can conduct business. The organization should fill the vacancies as soon as possible though.

Edited to add: That assumes, of course, that the resignations were accepted.

Edited April 3, 2024 at 01:53 PM by Joshua Katz
Add indicated sentence

[Josh Martin]

On 4/3/2024 at 7:00 AM, Guest Ana Hills said:

Our board consists of 7 members.  4 have resigned including the chair and co-chair.

Please answer the following questions.

• What, if anything, do the bylaws say concerning filling vacancies?
• If the bylaws are silent concerning filling vacancies, what do they say concerning the authority of the board generally?
• Have the resignations been accepted by the body with authority to fill the resulting vacancies?
• What, if anything, do the bylaws say concerning the quorum for the board?
• Did all four of these persons resign simultaneously, or did they resign individually over a period of time?

On 4/3/2024 at 7:00 AM, Guest Ana Hills said:

Can the 3 still meet?

Yes.

On 4/3/2024 at 7:00 AM, Guest Ana Hills said:

Can they take action or make decisions?

Maybe, maybe not.

Provided these three board members constitute a quorum, they can take action and make decisions. Without more details, I can't say whether these three board members constitute a quorum.

On 4/3/2024 at 7:00 AM, Guest Ana Hills said:

Can they have an executive session?

Yes.