Does a quorum change when board members resign?
Our bylaws say we are to have 5 board members and can be amended to increase or decrease by the membership or board of directors. However, a previous board increased the board members to 7 without officially putting it in the bylaws. Now we have a problem. One director resigned earlier and never replaced leaving 6 members (based on the 7). Our president insists on a meeting on a certain date knowing that 2 members were going to be gone. That leaves 4 directors, one on the phone, the president and another directors. Two directors are thinking of resigning before this meeting. That will leave phone director, president,and one other director. I say there is no quorum to have a meeting to even replace the resigning directors. Someone is telling me that because they resigned a meeting can be held. Another question, since the bylaws were never changed on paper, Does that mean we still should go by the 5 that was voted on? If so, then 3 would make quorum.
You need to find a parliamentarian in your area or an attorney to help you with this problem. Since I do not have a copy of your bylaws, it is difficult to answer this question. If you call Robert McConnell Productions at 800-532-4017, one of our staff can give the name of a parliamentarian in your area.
Question submitted by Gladys on August 12, 2013