Dear Secretary, 
 

     Robert McConnell Productions received an e-mail from you dated Sunday, December 5^th, 2010 describing a situation in your board where the president refused to place a motion for discussion and vote, and then after being asked to do so, stated “I quit” and walked out of the meeting.  The e-mail stated that “The next day, the president went to our place of business and told our remaining employee that she had resigned and would not be back.” … “Two days later, the vice president called an emergency board meeting.  The president who said she quit did not received notice.  The board meeting was held and the president’s resignation was accepted.”  “Two weeks later, the former president told a friend that she did not resign.  This person related the information to a current board member.  She has not contacted any of the current board members by phone, email or other method.” 
 

   The e-mail then asked the following questions:

1. “Was it incorrect in assuming that the president quit, after stating she would quit, then stating she quit, and then telling the employee she resigned?
2. Did she need notice of the emergency meeting?
3. Is that emergency meeting void?
4. It is our understanding that she will come to the next board meeting.  We don’t’ know what will happen.
5. What are our options?”

    In further e-mails I have received minutes of the two board meetings, November 18^th, 2010 and November 23, 2010, and copy of the bylaws.  I have been told by you that you have a seven member board.  Two members resigned at the October meeting and two members resigned at the November 18^th meeting.  Organization XYZ received one written resignation from the board member who resigned at the November 18^th meeting, but the board has not received a written resignation from the president who declared “I quit” and left the meeting.   Currently there are three board members.  At the November 23^rd meeting, two new board members were appointed to begin serving December 15^th, 2010.  Other business was also conducted at that meeting. 
 

   First Question: “Was it incorrect in assuming that the president quit, after stating she would quit, then stating she quit, and then telling the employee she resigned? 
 

   Answer:  No, it was not incorrect to assume that the president quit.  When a board member stands up, says, “I quit”, leaves the meeting, tells others that she has quit, and has not contacted the board members to say she has changed her mind, it is logical to believe this member has resigned.  According to the bylaws, it is the duty of the board to fill the vacancy as soon as possible. 
 

      Second question:   Did she need notice of the emergency meeting? 
 

      Answer: Since her resignation was not accepted at the meeting when she walked out, she is technically still a member of the board until the resignation is adopted.  When someone abandons his post of duty, the other members would naturally assume that she did not want to participate in the special meeting or be a member of the corporation. Because the rest of the board is operating on the premise that she did not want to be a member of the board, the rest of the board would not send her notice of the meeting. I am not an attorney so I don’t know whether or not this argument would stand up in court.  As a parliamentarian, I could present a parliamentary opinion on both sides of the case.  
 

Third question: Is that emergency meeting void? 
 

      Answer:   This is where there is a problem. In your bylaws, under “4.09 Vacancies /Resignation,” it states that “any Director may resign, subject to the prohibition of Section 5226 of the California Nonprofit Corporation Law.”  This law states the following:  “Except upon notice to the Attorney General, no director may resign where the corporation would then be left without a duly elected director or directors in charge of its affairs.”   It is my opinion that this could be interpreted in two ways.  One way would be that you still have three board members so you can go forward with your business.  The second way the law could be interpreted is: that since your bylaws state that a quorum is “a majority of the total number of Directors with at least one Director being a currently elected Officer”(4.07), the resignations are not acceptable because it leaves the board without a quorum and the ability to conduct business.   To figure a quorum under your bylaws which state: “A majority of the total number of Directors,” the majority it figured from the total slots on the board, not whether they are filled with people.  The total number of the board is seven directors.  A majority is four directors. Right now the board has only three directors and therefore does not have enough people in directors’ positions to have a quorum to conduct business.  
 

      Before I give a solution, let’s look at a parliamentary principle concerning quorum.   First, there must be a quorum to have a meeting.  However, if an organization gets to a place where there is not enough members to fulfill the quorum requirement, the quorum requirement cannot stop the operation of that organization.  In cases like this members can amend the bylaws to change the quorum number so that they can meet and conduct business.  I am not recommended that you change your quorum, but I believe the principle applies to your situation.    
 

      This is how it applies.  Since you had two members resign in October and the vacancies were not filled, and two more resign in November, this left the corporation with three members and no quorum so that it could continue to carry out its duties and responsibilities.  However, it is my parliamentary opinion those three members had a right to fill vacancies so that the corporation could continue to operate.  At the November emergency meeting, the only business that could be done was to fill vacancies.  Since the board did not allow the appointees to take the positions immediately, then the other business transacted is not valid because there was no quorum. Any motions adopted at the emergency meeting will have to be ratified at the next regular board meeting.  
 

   At the next regular board meeting, if the former president arrives, challenges that you did not give her notice of the special meeting and she is threating you with a law suit or some other action, then allow her to stay.   At that point, ratify the appointment of the two new board members and state that they will take their positions immediately.   Then ratify the resignation of the member who sent in a formal written letter of resignation.  Next take up the verbal resignation of the former president.  If she wants to withdraw it, then you can vote on whether to allow her to withdraw it.  If the members vote “yes,” then you now have a six member board.  If the members vote “no” on withdrawing the motion, then the vice president will put the motion to accept her verbal resignation to a vote.  If it is adopted, she will be asked to leave and the board goes forward.   If the members allow her to stay, then the next step is to vote on her resignation as “president.” However, before you take any action, this question needs to be carefully considered:  What course of action will bring unity to this corporation and allow it to go forward to accomplish its purpose? 
 

      If this former president does not come to this meeting ,the board still needs to ratify all other business that was adopted at the emergency meeting.  It is my opinion that all that could be done at the emergency meeting was to appoint people to fill the vacancies.   Until you have a quorum of four board members no other business can be legally transacted.   
 

      If the former president is no longer a member of the board, the board has only filled two of the vacancies.  Because your bylaws give you "an opt-out" on filling vacancies,  you need to ask yourself, which positions are these two new board members filling?   Will it be the ones that resigned in October or the two that resigned in November?  Usually it would be the positions of those that resigned in October.  The reason that an organization designates which positions is because the terms many vary.  The board will need to know when the board members’ positions will end.  I realize that your bylaws allow these vacancies to continue until the next annual meeting.  However, you can see what happens if you don’t fill them immediately and others resign.  The board is left in a position where it can’t operate because there is no quorum.   
 

        At the November 18^th meeting, when the president refused to place the motion for discussion and vote, it was a dereliction of duty.  The board members had a right according to their bylaws to consider the termination of an employee.  (4.05) Robert’s Rules  also states that a president must place before the assembly every legitimate motion for discussion and a vote. 
 

      I recommend that in the future the board act on resignations at the meeting a resignation is presented and fill the vacancies immediately.  I also recommend that each board member:

• bring copy of the bylaws to all meetings.
• be required to thoroughly read the bylaws and know the provisions in the bylaws. 
• get a copy of Webster’s New World Robert’s Rules of Order Simplified and Applied and become familiar with it.  This will prevent the problems that this board is having in conducting business and managing the affairs of the corporation. 
• that the board adopts a parliamentary authority.  The book mention can be adopted as one.
• that the board members take basic training in parliamentary procedures.
• that the board uses the services of a registered or certified parliamentarian.

Summary:   It is my opinion that the board had a right to meet on November 23, 2010 to fill vacancies on the board to meet the bylaw requirements to have a seven member board and quorum.  It is my opinion that no other business at that meeting was valid because there was not a quorum present to conduct other business.  The business adopted at that meeting will have to be ratified at the next regular business meeting where a quorum is present.   
 

   This opinion is based on emails, the bylaws, minutes, and general parliamentary law.  There is nothing in Robert’s Rules of Order Newly Revised 10^th edition or Robert’s Rules of Order Simplified and Applied that specifically address a situation like this.  The parliamentarian has had to rely on bylaws and apply general principles to parliamentary law to give this opinion. 
 
 

Robert McConnell Productions