I just wanted to give a suggestion before you start changing bylaws.
Is it possible that at the beginning of the school year find a parent who would want to step in. I am sure if you explained your situation at a meeting or your Open House someone would step in.
Just a note to add if your bylaws state you need a qourum of 4 than thats what you need. You just can't change the bylaws without that number. I would post this on Roberts Rule board, but I am pretty positive they will agree. Otherwise anyone could go and change the bylaws at their whim which is not what they are there for.
I would go with reaching out to the parents to find someone.
Re-writing our by laws wasn't a mistake in the least, many things needed to be amended. The board was lacking in participation to the point that the three previous members I've spoken to- accounted for 1/2 of the TOTAL PTO (4 board members plus two non board members who showed on a regular basis) Currently- we have doubled the number of members, so already the changes are showing in a positive way.
Again, I'd check state laws. I realize that people mean well, for the most part but above all, the laws need to be followed.
By-laws do not "age out" with turn-over of board members. By-laws are inextricably linked with the existence of the organization itself. Only when the organization ceases to exist entirely are the by-laws dead as well.
To disregard the by-laws in whole or part, including to conduct business without quorum as calculated and described in the by-laws, is a classic hallmark sign of a broken board and broken organization.
The actions only a small handful of board members consider to be "in the best interest" of the board, usually are not. In fact, large boards can make the same error in judgement (based on the "best interest" argument) which become apparent when steps are taken to properly amend the by-laws before engaging in new practices or procedures.
If a board does not have the quorum necessary to do business as described in the by-laws, there are parliamentary steps that need to be taken in order to repair the situation. The OP would be well advised to toe that line on behalf of the membership and seek counsel from a parliamentarian, such as those on the Robert's Rules of Order forum board.
At your next meeting I would propose a by law amendment and vote on it. Have it re-written for the next meeting and vote it into effect.
This isn't a matter of abusing power- this is a matter of not having the necessary board filled seats to be considered a quorum by old by laws, written by a previous board, who are no longer board members.
Without changing the by laws as they are currently written, essentially you don't have enough people to even vote- again, by old by laws written by previous board members.
Our out going President said specifically "this is YOUR seat now, you need to run it as you wish to run it" I don't feel she was wrong and I've since been told by THREE out going board members that I am doing a good job and the changes I made were in the best interest of our current board.
I am not at all saying do whatever you want without the input of other members- I'd never say that. (or even think that, for that matter!) But, you need to make an obvious change to be able to run the board at all- that was my point.
In all business conducted, including how quorum is calculated and how by-laws are amended, the organization is ethically obligated to follow parliamentary procedure and its parliamentary authority.
To arbitrarily pick and choose which of the organization's by-laws will be followed (or not), and which parliamentary procedures will be observed (or not), is the mark of a board abusing it's authority over the membership.
