entire board resigns

[Tomm]

There was a pretty contentious meeting this morning between the board and membership.

Just curious as to the protocol if the entire board of directors (9) were to resign all at once.

If there's no board members left to accept the resignations what happens?

Since the board is elected by the Members I suppose the only alternative left would be for the Members to hold a special session and elect an entire new board? But the Members can't, according to the bylaws, call a special session without first petitioning the membership to do so which would require 3,000+ signatures!

I know this sounds crazy, but the concern of several Members has raised this question.

[Rob Elsman]

I cannot do anything to maneuver around unwise or poorly crafted bylaws.  You all adopted them, so the presumption is that you all want to live by them.

The ordinary or "default" rule is that the body who elected is the body that is authorized to accept the resignations and fill the vacancies.  So, in this case, the general membership assembly would have the proper authority if nothing in the bylaws conflicts.

Within the framework of the bylaws, a special meeting does, indeed, need to be called to deal with the mass desertion of post.  However, on account the serious bind in which the mass desertion of post left the organization, I would suggest that one alternative is to reject the resignations and begin disciplinary proceedings with an aim to find the deserters guilty of dereliction of duty and depose them from office rather than let them resign as if everything were honorable.  This would leave a permanent stain on the deserters' records of service, just as it should.  Should any of the deserters later decide to run for office again, the finding of guilt for dereliction of duty would be a heavy-weighted proof that the aspirant is unworthy and untrustworthy of the office he seeks.

[Josh Martin]

On 4/8/2024 at 4:14 PM, Tomm said:

If there's no board members left to accept the resignations what happens?

The board members are free to accept their own resignations on their way out the door, and indeed they should do so. The resignations are not effective until they are accepted, so the board is free to accept them as their last act. (Although the ship has likely sailed on what "should" happen if the entire board of directors intends to resign.)

If the board fails to accept their resignations, then the resignations are not yet effective, and you actually do have plenty of board members left, who could meet one last time for the purpose of accepting their resignations.

So there's not really a problem unless the board members insist on being jerks about this and refuse to accept their resignations, so that they're still technically board members, but they just refuse to do any work.

It might also be nice for the board to call a special meeting of the membership before accepting their resignations. Because it seems to me that the step of calling the membership meeting is the real problem here, not accepting the resignations. You're going to need a special meeting of the membership either way.

On 4/8/2024 at 4:14 PM, Tomm said:

Since the board is elected by the Members I suppose the only alternative left would be for the Members to hold a special session and elect an entire new board? But the Members can't, according to the bylaws, call a special session without first petitioning the membership to do so which would require 3,000+ signatures!

I know this sounds crazy, but the concern of several Members has raised this question.

If the board members all choose to resign and also refuse to accept their own resignations, then yes, I suppose this is the only parliamentary recourse. (Ultimately, I imagine a special membership meeting is going to be inevitable in this situation anyway, since there's simply no other way to fill the vacancies if there is no board. Potentially, if the board is courteous in this matter, the step of accepting the resignations, and possibly also the petition, might be able to be skipped.)

It may well be there is also recourse in the courts, but that is a question for an attorney.

On 4/8/2024 at 4:32 PM, Rob Elsman said:

I cannot do anything to maneuver around unwise or poorly crafted bylaws.  You all adopted them, so the presumption is that you all want to live by them.

Are they poorly crafted, at least in this particular instance? Most organizations do not contemplate the possibility that the entire board will resign en masse and do not draft rules for that specific situation.

Edited April 8, 2024 at 10:09 PM by Josh Martin

[Tomm]

On 4/8/2024 at 2:14 PM, Tomm said:

Since the board is elected by the Members I suppose the only alternative left would be for the Members to hold a special session and elect an entire new board? But the Members can't, according to the bylaws, call a special session without first petitioning the membership to do so which would require 3,000+ signatures!

Is there a way the members can kinda put the cart before the horse and just call for a special session then suspend the rule that required having to go thru the petition process then somehow ratify those actions? 

[Josh Martin]

On 4/8/2024 at 5:18 PM, Tomm said:

Is there a way the members can kinda put the cart before the horse and just call for a special session then suspend the rule that required having to go thru the petition process then somehow ratify those actions? 

No. Unless your bylaws or applicable law provide a mechanism for this.

For starters, rules pertaining to previous notice cannot be suspended unless all members are present, and in a society which apparently has well over 3,000 members, I am doubtful all members will be present.

Secondly, if the meeting itself is improperly called, then what happens at that gathering is not a meeting of a deliberative assembly at all, and the persons present cannot "suspend the rules" to transform a non-meeting into a meeting.

Finally, the assembly cannot ratify decisions made by individual members taken outside of a meeting.

In the long run, it may be desirable to amend the bylaws to provide a lower signature threshold to call a special meeting, either as a general matter, or at least with respect to the very specific and unusual situation that every member of the board has submitted a resignation and the board fails to call a special meeting after XX days have passed.

If this ends up happening before that occurs, I suppose members will either need to collect a lot of signatures or contact an attorney.

In the alternative, perhaps enough board members to constitute a quorum will be willing to show up to one last very brief meeting to 1.) accept their resignations and 2.) call a meeting of the membership. Perhaps in exchange for dinner or beers or something.

(Or in the other alternative, which I expect is the most likely scenario, everyone does what you just said anyway, notwithstanding that it is entirely improper, and everyone agrees to look the other way and hopes no one gets sued.)

Edited April 8, 2024 at 10:31 PM by Josh Martin

[Gary Novosielski]

On 4/8/2024 at 5:06 PM, Josh Martin said:

Are they poorly crafted, at least in this particular instance? Most organizations do not contemplate the possibility that the entire board will resign en masse and do not draft rules for that specific situation.

Well, yes, especially in this particular instance.  There is a lot of truth in what actually happens.

 

On 4/8/2024 at 4:14 PM, Tomm said:

There was a pretty contentious meeting this morning between the board and membership.

That's a little confusing.  I know what a board meeting is, and I know what a membership meeting is, but I don't know what a meeting "between" the two is.

[Rob Elsman]

It's a board meeting conducted in an environment of total chaos and rudeness.

[Tomm]

On 4/8/2024 at 4:35 PM, Gary Novosielski said:

I know what a board meeting is, and I know what a membership meeting is, but I don't know what a meeting "between" the two is.

It's called a Member/Board Exchange. The board meets with the Members and allows the Members to address the board with comments, complaints, raise issues of concern and then the board will meet a couple days later along with the general manager and discuss what transpired and at the next Exchange meeting the board announces any decisions or actions that will address the concerns.

[Gary Novosielski]

On 4/8/2024 at 6:41 PM, Tomm said:

It's called a Member/Board Exchange. The board meets with the Members and allows the Members to address the board with comments, complaints, raise issues of concern and then the board will meet a couple days later along with the general manager and discuss what transpired and at the next Exchange meeting the board announces any decisions or actions that will address the concerns.

Okay, so it's a board meeting.  If the meeting degenerates into chaos, the person responsible is usually the chair.  And if the entire board resigns under those conditions, you might want to count your blessings.

[Joshua Katz]

It sounds to me like this board/membership exchange is not a meeting at all.