How did the board fudge the bylaws

From OFSVolunteers

More details on how the board fudged the bylaws

  	"Article IV - Directors

   	Section 1 - Number and General Powers

The business and property of the Society shall be managed by a board of eight to thirteen Directors. If ever the number of Directors should drop below eight, the remaining Directors shall have the responsibility and authority to secure a Board of at least eight Directors. OFS bylaws

The first bylaw concerning the board of directors states that the board is to have a minimum of eight members. The OFS board has usually had less than eight people. Though this first bylaw makes it seem like they're not even a board with less than eight, they slide by because of this other bylaw:

Fifty-one percent or five of the directors, whichever is greater, shall constitute a quorum to transact business.

Webster's defines this use of quorum as the number (as a majority) of officers or members of a body that when duly assembled is legally competent to transact business. So if five of the board members are there, they can make decisions.The OFS board operates on a consensus system rather than majority rule. If any one voting director blocks a vote, it does not pass. A director's options in a vote are to consent, to block, or to stand aside.

At the beginning of the July 18th meeting where the decision was made to fire Operations Manager Jeffrey Bartone, there were four board members. Also at the meeting were three prospective members awaiting confirmation. The three new folks were offered board membership and asked if they would stand aside on the vote to be taken later in the meeting. The subject up for vote was withheld, and the new members were asked to trust the sitting members judgment that the new members would not have the knowledge or context to participate in the vote. The three prospective members accepted, and the meeting went into executive session.

When it was revealed that the subject of the vote was Jeffrey Bartone's termination, two of the new members felt uncomfortable participating, and were removed from the board for the remainder of the meeting. The other new member, however, was still comfortable with standing aside, as was decided before the subject of the vote was known. The vote was taken and passed with three consenting and two standing aside.

If the board had not added a fifth member, they would not have been able to take the vote. The board achieved quorum by adding a fifth member who was committed to stand aside before knowing the subject of the vote.