Can board members be elected with no Quorum

[Guest David Cohen]

Can new board members be chosen by OTHER board members (usually their neighbors and friends) when there is no Quorum for association members vote?

[Robert B Fish]

Absolutely NOT (assuming that the association members elect the board).

However, if the board is empowered to fill vacancies and this is a vacancy, the board would meet (with a quorum present, of course) to fill the vacancies.

Check your bylaws.

-Bob

[hmtcastle]

Can new board members be chosen by OTHER board members (usually their neighbors and friends) when there is no Quorum for association members vote?

Be sure to distinguish between a meeting of the board and a meeting of the association.

[Guest David Cohen]

Thanks Bob

Yes, association members elect the board here.

I will read again the bylaws, I dont remember seeign anything about the board being empowered to fill vacancies

We have over 500 members ........... so in the past few years there was no quorum

[Trina]

Thanks Bob

Yes, association members elect the board here.

I will read again the bylaws, I dont remember seeign anything about the board being empowered to fill vacancies

We have over 500 members ........... so in the past few years there was no quorum

And please note that a failure to carry out an election (in your case because of quorum problems at general membership meetings) does NOT create a vacancy. So, even if the board is empowered to fill vacancies, that does not extend to filling positions where no one was elected in the first place. That is an incomplete election, and remains the responsibility of the association membership which is supposed to elect the board.

Unless the bylaws specifically cover this kind of situation, 'vacancy' is generally understood to apply to the case where someone was elected, but then leaves the elected position for some reason.

Just out of curiosity, what is the quorum requirement for your general membership meetings? Many organizations with large membership have low quorum requirements, precisely because they know that the majority of members will never show up at a meeting... You could always amend the bylaws to lower the quorum requirement to a reasonable level (except, of course, for the problem of getting a quorum one last time, in order to be able to amend the bylaws).

[Guest David Cohen]

Hello Trina

The 2 vacancies we had on the board were for board members reaching their end of term (even so they may have never been elected legally due to lack of quorum for the past years).

Our quorum requirements is 30%. Our By-Laws mention that if a quorum can’t be reached, the meeting MAY be rescheduled. But in our case, the Board “decided” to wait for next year annual meeting and maybe add their own choices to the board meanwhile.

[Robert B Fish]

It shoulds like you should also read FAQ#20 and get officers who WILL follow their own bylaws.

I recommend you advise the current officers of the issues they've created and that you have a professional parliamentarian look over your rules to assist, if necessary.

-Bob

[Trina]

Hello Trina

The 2 vacancies we had on the board were for board members reaching their end of term (even so they may have never been elected legally due to lack of quorum for the past years).

Our quorum requirements is 30%. Our By-Laws mention that if a quorum can’t be reached, the meeting MAY be rescheduled. But in our case, the Board “decided” to wait for next year annual meeting and maybe add their own choices to the board meanwhile.

Some of this will depend on how the term of office is defined in your bylaws. If the definition includes words such as 'or until a successor is elected', then the properly elected board members remain in office until, well, their successors are elected (whenever that may be). If the term is defined absolutely -- e.g. 'two years' or 'from August 1 to July 31 of the following year' then they're out at the end of the defined term, whether or not an election has taken place as required in the bylaws. If the office is empty because the end of the term was reached, that still is not a vacancy in the RONR sense, and not properly subject to vacancy-filling provisions.

Even if it is truly impossible to get a general membership quorum to conduct the required election, and even if your board is making its honest best effort to keep things running, that does not make it parliamentarily proper for the board to choose replacement board members if the bylaws specify that the general membership must conduct an election to do so.

[Guest David Cohen]

Well, its a bit more complicated

The president of the board ALSO own the managment company

So its in his best interest and his buddies on the board not to follow exacly the bylaws

[Robert B Fish]

Well, its a bit more complicated

The president of the board ALSO own the managment company

So its in his best interest and his buddies on the board not to follow exacly the bylaws

Perhaps you need the services of an attorney as well as a parliamentarian.

-Bob

[Josh Martin]

It shoulds like you should also read FAQ#20 and get officers who WILL follow their own bylaws.

FAQ#20 will be of little help for an association that can't obtain a quorum.