Board members not attending meeting preventing a quorum

[Guest Scott]

As background, our organization has a board of eight, with the president allowed to vote and our by laws call for monthly board meetings. Over the last several months we have not had a quorum as several officers and board members, not happy with the direction of the club, will not come to meetings and will only occasionally respond to any communication. We are over a month late in appointing a nominating committee because we cannot reach a quorum and theses members will not make themselves available for a special meeting. Our by laws have no provision for removal of officers or board members for not attending meetings (it would be difficult anyway because we cannot get quorum so we could act). Are there any provisions in Robert's Rules to deal with a situation where a quorum cannot be reached based on the actions of certain board members. A special meeting may be an option, however because our membership is very spread out. it is unlikely we could get a quorum for a special meeting until the annual meeting in Sept.

Thanks

[hmtcastle]

Are there any provisions in Robert's Rules to deal with a situation where a quorum cannot be reached based on the actions of certain board members.

Nope.

But as long as you can get a quorum at a meeting of the general membership, failure to get a quorum for board meetings is just a small bump in the parliamentary road.

[Mr. J!]

Solutions will depend on a close reading of your bylaws and will probably not be easy.

Perhaps you could reach an agreement with some of the missing members, or persuade them to resign, thus reducing the number needed for quorum.

As for the nominating committee, you could still have an election without it. (You can nominate from the floor, and you could even elect without nominations.)

[Trina]

...

Perhaps you could reach an agreement with some of the missing members, or persuade them to resign, thus reducing the number needed for quorum....

The problem with this is that you will still need a quorum to accept any resignations offered (assuming the board is the proper body to accept the resignations).

[Rob Elsman]

As background, our organization has a board of eight, with the president allowed to vote and our by laws call for monthly board meetings. Over the last several months we have not had a quorum as several officers and board members, not happy with the direction of the club, will not come to meetings and will only occasionally respond to any communication. We are over a month late in appointing a nominating committee because we cannot reach a quorum and theses members will not make themselves available for a special meeting. Our by laws have no provision for removal of officers or board members for not attending meetings (it would be difficult anyway because we cannot get quorum so we could act). Are there any provisions in Robert's Rules to deal with a situation where a quorum cannot be reached based on the actions of certain board members. A special meeting may be an option, however because our membership is very spread out. it is unlikely we could get a quorum for a special meeting until the annual meeting in Sept.

Thanks

You all elected these darlings, hopefully after a thorough and thoughtful debate; now you get to live with them.

[Kim Goldsworthy]

. . . cannot reach a quorum . . . Are there any provisions in Robert's Rules to deal with a situation where a quorum cannot be reached?

Have you considered dissolving the organization?

If even your very own officers don't believe in the organization to show up every now and then, then, like the proverbial Arabs, it is time to "fold your tents and steal silently into the night."

[Trina]

As background, our organization has a board of eight, with the president allowed to vote and our by laws call for monthly board meetings. Over the last several months we have not had a quorum as several officers and board members, not happy with the direction of the club, will not come to meetings and will only occasionally respond to any communication. We are over a month late in appointing a nominating committee because we cannot reach a quorum and theses members will not make themselves available for a special meeting. Our by laws have no provision for removal of officers or board members for not attending meetings (it would be difficult anyway because we cannot get quorum so we could act). Are there any provisions in Robert's Rules to deal with a situation where a quorum cannot be reached based on the actions of certain board members. A special meeting may be an option, however because our membership is very spread out. it is unlikely we could get a quorum for a special meeting until the annual meeting in Sept.

Thanks

I think you're on the right track with your thought that the general membership needs to take the reins. If that is simply not possible until the annual meeting, then the organization may have to wait that long. As a previous poster pointed out, you can still have an election, with nominations from the floor, even if the board is unable to appoint a nominating committee. Presumably the individuals currently refusing to carry out their duties as board members will not be elected again. Were any of them elected to terms that do not end by September? In that case your general membership may be able to remove them from office before the end of their terms.

Even without a properly appointed nominating committee, there is nothing preventing some advance planning, consideration of possible candidates from the general membership, contacting people to see if they would be willing to serve, etc. -- all in order to be better prepared for the nomination process on the day of the annual meeting. There is nothing wrong with a group of board and/or general members getting together informally to do some advance planning. Just so long as everyone is clear that such a get-together has none of the status or authority of a formal meeting as defined in RONR.

As for doing anything in the interim, Robert's Rules does not give you a convenient tool to deal with this mess. Depending on how far away you are from quorum, and on the degree of intransigence of the various no-shows, you might be able to do something with resignations. However, that would require having one (or more) people offer to resign, and then having enough people show up at a board meeting long enough to accept those resignations. And that is assuming that the board is the proper body to accept resignations (does your board, per bylaws, have the authority to fill vacancies? if so, it should be able to accept resignations that lead to vacancies). Even then, if your bylaws define quorum as a fixed number of members (rather than some percentage or fraction of the board members), resignations won't help.

[Josh Martin]

In that case your general membership may be able to remove them from office before the end of their terms.

And see FAQ #20 for more information.