Gail- please don't assume that because I am a "new President" I have no experience. I am a new President, absolutely, however that in no way means that I have no leadership skills, no knowledge or no ability to research the laws and rules in our state. I was head of fund raising for another organization for 2 of the three years I was on the committee, I don't lack experience.
Also, who is she going to be in hot water with ? I might be missing something here, but it perfectly OK to change the bylaws. It's also perfectly acceptable (and done often, I am going to add !!) to say that the members in attendance are a quorum. If you call an emergency meeting and only 3 people can show up- but business HAS to be dealt with, those 3 people CAN make the decisions necessary.
I never said that the President had unilateral power- power is a poor word to use in my honest opinion. The bylaws I wrote were presented to the entire board and they had ample opportunity to vote on amendments and such- no one did.
To the OP, check your state laws- that will be your best bet. I am in NO way trying to cause trouble for anyone, but I find it extremely offensive that the tone seems to have changed to me getting someone in trouble. I researched our state laws AND other PTO's by laws prior to writing ours. We had none from a previous year- no one could "find" a copy until I presented the newly written ones- at that point they no longer were in effect.
Good luck, I hope you find that your state laws support you, as a board, writing new by laws !
are you a registered charity? if so you should check with the charity commission about amending your constitution, they may wish to hold a copy - there should be a clause in it anyway which says you can hold a 'special meeting' if the needs of the group are such that you can only get 3 members, you could make this the quorate number providing that you amend your constitution accordingly.
After many years of fear, when I joined my pta I contacted the charity commission and gave our group the confidence to amend our constitution to be a useable working document - I even combined the chair and secretary role and renamed it as we were short of a willing chair and I was the secretary - I have since been the co-ordinator for the past 4 years and it works well and as we work within the rules laid down in our constitution we are all above board!
The advice above will get you into some hot water and conflicts with most parliamentary authorities.
If you don't have quorum you can't conduct business.
President doesn't usually have any unilateral authority.
The idea that quorum is 'whoever shows up' is an inherently bad idea.
Get advice from someone who has some actual training in that area.
You're the President- you can change the by laws if you want to. I re-wrote ours without ever having seen the old ones and there are no issues with doing so.
One thing I did add to ours was that if there was a meeting called that the members in attendance were considered a quorum- perhaps you should consider adding something similar.
You are a new board, you don't have to follow old board rules.
Your organization is in a difficult spot. The three of you may not amend the by-laws to change quorum as you don't have the quorum necessary to change the by-laws (or to conduct any other business). Consider posting your question on
the Robert's Rules of Order forum board for instructions on how to proceed from here.
Newly elected to position of President. Bylaws currently state that a quorum consists of at least 4 members, but we only have 3 members on the board. Originally there were 4 elected, but 1 had to withdraw for work reasons. Do I have an issue on hand or can the 3 board members ammend the bylaws and constitution (since they haven't been revised since 2005) themselves?!
