Replacing a Board of Director

[Guest Gerald]

What is Roberts rule on replacing a board of director that resigns in the middle of their term.

Our by-laws say the remaining Board of Directors will vote on a replacement. However, Roberts Rules state that you need four to make a quorum to make it official.

Can the three remaining Board of Directors vote on a replacement?

[hmtcastle]

Roberts Rules state that you need four to make a quorum to make it official.

No, it doesn't.

Can the three remaining Board of Directors vote on a replacement?

If they constitute a quorum, yes.

[Dan Honemann]

What is Roberts rule on replacing a board of director that resigns in the middle of their term.

Our by-laws say the remaining Board of Directors will vote on a replacement. However, Roberts Rules state that you need four to make a quorum to make it official.

Can the three remaining Board of Directors vote on a replacement?

What do you find in Robert's Rules that states "that you need four to make a quorum"?

[Guest Gerald]

No, it doesn't.

If they constitute a quorum, yes.

So as per Robert's Rules there is no place that says you need 4 to make a Quorum, is there a specific number to a quorum? With that being said, if there is no rule for 4 people in a quorum then the remaining 3 Board of Directors can replace the President?

[Guest Gerald]

Our by-laws state that if a vacany occurs in any office than it shall be filled by election by the board of directors. It also states that a Quorum requires the attendance of 4 voting board members. If we have 4 voting members attend a meeting will that allow the 3 remaining Board of Directors elect the open position without the vote of the other attending member?

[hmtcastle]

So as per Robert's Rules there is no place that says you need 4 to make a Quorum

Correct.

is there a specific number to a quorum?

If your bylaws are silent, a quorum is a majority (more than half) of the members (of the body that is meeting.

It also states that a Quorum requires the attendance of 4 voting board members.

Then that's the rule you must follow and, if that's the case, then you're stuck and will have to elect a board member in the usual way (e.g. election by the general membership).

[Josh Martin]

If we have 4 voting members attend a meeting will that allow the 3 remaining Board of Directors elect the open position without the vote of the other attending member?

Yes. So long as a quorum is present, it doesn't matter how many members vote. The fourth member is free to abstain if he wishes.

[hmtcastle]

Yes. So long as a quorum is present, it doesn't matter how many members vote. The fourth member is free to abstain if he wishes.

I don't think there is a fourth board member. And, of course, a member of the organization who is not a board member doesn't count.

[Josh Martin]

I don't think there is a fourth board member. And, of course, a member of the organization who is not a board member doesn't count.

Hm. You may be right about this. The poster does speak of "three remaining board members," so I'm not clear on where this "four voting members" comes from to attend the meeting. As you note, only board members count.

Perhaps the original poster can clear this up.

[Guest Gerald]

Hm. You may be right about this. The poster does speak of "three remaining board members," so I'm not clear on where this "four voting members" comes from to attend the meeting. As you note, only board members count.

Perhaps the original poster can clear this up.

ok, long story;

our president resigned just this week. the bylaws state that if there is a vacancy in any office it shall be filled by election by the board of directors untill the next agm.

it also states that a quorum requires the attendance of four voting board members.

our board of directors is down to 3 (v.p.,secretary,treasurer) however, we do have 3 "members at large" who are voting members.

if at least one of the three members at large are present,making four, can the board of directors elect a replacement?

and if so, can it be done with out the member at large voting since the bylaws say it is up to the board of directors to elect.

[Guest Gerald]

ok, long story;

our president resigned just this week. the bylaws state that if there is a vacancy in any office it shall be filled by election by the board of directors untill the next agm.

it also states that a quorum requires the attendance of four voting board members.

our board of directors is down to 3 (v.p.,secretary,treasurer) however, we do have 3 "members at large" who are voting members.

if at least one of the three members at large are present,making four, can the board of directors elect a replacement?

and if so, can it be done with out the member at large voting since the bylaws say it is up to the board of directors to elect.

[Larry Cisar]

Are the three members at large members of the board? If so, then you have a quorum if at least one of them shows up. If they are not members, what are they members-at-large of?

[hmtcastle]

our board of directors is down to 3 (v.p.,secretary,treasurer) however, we do have 3 "members at large" who are voting members.

Then you have six board members. What's the problem?

[Josh Martin]

if at least one of the three members at large are present,making four, can the board of directors elect a replacement?

and if so, can it be done with out the member at large voting since the bylaws say it is up to the board of directors to elect.

These members-at-large are either members of the board or they're not. If they are members, they count toward the quorum and can vote on the replacement. If they're not, they don't count toward quorum and can't vote on the replacement. (RONR, 10th ed., pg. 3, lines 8-12; pg. 334, lines 2-5) If they simply choose not to vote on the replacement, the vote is still valid. (RONR, 10th ed., pg. 334, lines 5-7)

I don't know where you get the idea that they're some sort of quasi-member and count toward quorum but can't vote on the replacement. It doesn't work that way.