Managing a Board With Vacant Seats

Board seat vacancies

Inevitably, the time will come when your board has one or more empty seats to fill. For boards that are already small in number, having vacancies can cause some strain, but don’t panic; unless your bylaws mandate a quorum that you cannot meet, your board should be able to continue operating normally until the seats are filled. However, there are some stressors you may encounter along the way. Here are some helpful tips for confronting them.

1. An even number of directors creates a tie vote.

Perhaps, your board typically has 10 members plus a board chairperson for tie-breaking votes. What happens if you’re down one member, and the vote splits? Obviously, if your bylaws dictate a procedure for a tie vote, be sure to follow it. If you have no process already in place, your best option is to revisit discussion on the issue at hand and vote again. If the vote comes out the same, consider enlisting the opinion of an outside expert. This individual would not cast a vote, but they could bring more information to the table, which could help shift the overall vote counts.

2. Your board decides not to fill the vacancies.

Let’s say your board has 15 members, but all of a sudden two people leave, and you find that you’re able to make decisions more efficiently. This is not an unheard of situation. When scaled down, some boards realize they are more nimble and have enough expertise to operate more effectively as a downsized group. If this is the case, it’s important to ensure that all remaining members buy into the change and that bylaws are properly adjusted if necessary. Conversely, when some boards unexpectedly lose a few members, they may realize that they need to operate as a larger group in order to prepare for unplanned exits. Either way, having empty boards seats is always a good time to discuss board size.

3. A mass exodus leaves your board unable to operate conventionally.

In extreme cases, some companies and nonprofits have been faced with situations where a large number of their board members depart at the same time. These mass exoduses can occur for any number of reasons. If your board is confronted with a difficulty like this, you’ll need to jump into action quickly. If a quorum cannot be reached, the board chair may need to appoint temporary members in order to conduct business and to get on the path back to a filled and functioning board. For public companies, this is a rare occurrence, but it would need to be handled with the utmost delicacy to ensure legal compliance.

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