board officers all resigned

[Guest shannon]

I am on the board of a 501 c 3 that was about to get control of the board by election of board terms on 6-1-2010 and the existing perpetrators of fudiciary issues as well as many other issues knew it and have all resigned today leaving 3 board members, none of us are officers. My question is how to proceed by RONR since we don't even have a quorum at this time. We are supposed to have nine board members and only had seven when this happened as they blocked any attempt to put on a full board. Anyway we, the remaining three, plan on running the meeting and election and appointing officers after elections. Any advice would be most appreciated.

[Kim Goldsworthy]

My question is, how to proceed by RONR, since we don't even have a quorum at this time?

We are supposed to have nine board members and only had seven when this happened . . .

. . . we, the remaining three . . .

Let me ask the obvious question, to get it out of the way.

Q. What is your quorum definition?

Quorum definitions are often based on total membership of a body, and not necessarily based on a fixed number.

Thus, if you were to have no quorum definition, then your quorum would default to be four (of seven); or, to be two (of three).

Thus, to lose one, two, three, four, five, six, seven, or eight members out of nine, under the default quorum rule per RONR, you can still satisfy the quorum rule.

The second question I will ask you is:

Q. What is your vacancy-filling rule?

[hmtcastle]

Anyway we, the remaining three, plan on running the meeting and election and appointing officers after elections. Any advice would be most appreciated.

If this election will take place at a meeting of the association then the board will have nothing to do with it. In fact, the board won't even be there! The board can only function as a board at board meetings, not at meetings of the general membership.

So you might have to give up your plans on "running the meeting". The presiding officer (usually "the president") presides over the meeting but it's the assembly (the members present) that runs the meeting.

[Trina]

I am on the board of a 501 c 3 that was about to get control of the board by election of board terms on 6-1-2010 and the existing perpetrators of fudiciary issues as well as many other issues knew it and have all resigned today leaving 3 board members, none of us are officers. My question is how to proceed by RONR since we don't even have a quorum at this time. We are supposed to have nine board members and only had seven when this happened as they blocked any attempt to put on a full board. Anyway we, the remaining three, plan on running the meeting and election and appointing officers after elections. Any advice would be most appreciated.

As Mr. Mountcastle pointed out, there is no board at a meeting of the general membership. Since your presiding officer and secretary have presumably resigned (or offered to resign anyway, as it is not clear that their resignations were accepted), it will be up to the general membership assembly to elect people to carry out these two necessary functions at the meeting -- i.e. a chair pro tem, and a secretary pro tem. It is possible that you remaining three board members will be considered good candidates for these pro tem positions... but there is no reason to assume that ahead of time.

[Rob Elsman]

I am on the board of a 501 c 3 that was about to get control of the board by election of board terms on 6-1-2010 and the existing perpetrators of fudiciary issues as well as many other issues knew it and have all resigned today leaving 3 board members, none of us are officers. My question is how to proceed by RONR since we don't even have a quorum at this time. We are supposed to have nine board members and only had seven when this happened as they blocked any attempt to put on a full board. Anyway we, the remaining three, plan on running the meeting and election and appointing officers after elections. Any advice would be most appreciated.

I assume that, by "meeting", you mean the meeting of the general membership assembly. In the absence of a president and vice president, the secretary, or another member chosen informally, presides over the election, first thing, of a president pro tem to preside over the remainder of the meeting or until the new president takes office, whichever comes first, RONR (10th ed.), p. 437, ll. 13-17.