Guest emily martinsen Posted July 29, 2015 at 12:56 AM Report Share Posted July 29, 2015 at 12:56 AM HELP: WHEN AN EXEC BD HAS SEVERAL RESIGNATIONS, AND ONLY 4 OFFICERS REMAIN,HOW DOES THE BOARD DO BUSINESS........WITH OUT A QUORUM.........9 OFFICER POSITIONS, 4 REMAIN..A QUORUM WOULD HAVE TO BE 5......TO FILL VACANCIES..........CANT DO IT....??????????????WHERE IS AN EXCEPTION..............???????E Link to comment Share on other sites More sharing options...
Josh Martin Posted July 29, 2015 at 01:08 AM Report Share Posted July 29, 2015 at 01:08 AM HELP: WHEN AN EXEC BD HAS SEVERAL RESIGNATIONS, AND ONLY 4 OFFICERS REMAIN,HOW DOES THE BOARD DO BUSINESS........WITH OUT A QUORUM.........9 OFFICER POSITIONS, 4 REMAIN..A QUORUM WOULD HAVE TO BE 5......TO FILL VACANCIES..........CANT DO IT....??????????????WHERE IS AN EXCEPTION..............???????E We're going to need some additional facts.Okay, so there's been what, five resignations? All at once? How did you get in this situation?Have any of the resignations been accepted?What do the bylaws say, if anything, about the quorum for the board?What do the bylaws say about filling vacancies?Is this a subordinate board of a society with a general membership, or is the board the highest authority in the organization? Link to comment Share on other sites More sharing options...
Richard Brown Posted July 29, 2015 at 01:38 AM Report Share Posted July 29, 2015 at 01:38 AM One more question: Is this organization incorporated? If so, your state's corporation laws might provide for what a board can do in the event it cannot obtain a quorum and might even specify whether the quorum shall be based on actual living, breathing members of the board or on the full authorized membership (fixed membership) of the board. The precise wording of your bylaws about what constitutes a quorum of the board, if there is such language, would also be important. Link to comment Share on other sites More sharing options...
Guest emily martinsen Posted July 29, 2015 at 10:56 AM Report Share Posted July 29, 2015 at 10:56 AM 1. Good question........????????2. bylaws say exec bd to fill vacancies3. other section of bylaws says...quorum is 5 ( 10 mbrs including parlim)4. bd subor to soc mbrship5. inc 6. state laws: unsure7. cant accept any resignations.................!!!!!!!!!! pres could?? on behalf of bd..but ?not officially; occurred..sequentially what about rr's rules re 'unfavorable circumstance'....?40; 25++ Link to comment Share on other sites More sharing options...
Josh Martin Posted July 29, 2015 at 01:19 PM Report Share Posted July 29, 2015 at 01:19 PM 1. Good question........????????2. bylaws say exec bd to fill vacancies3. other section of bylaws says...quorum is 5 ( 10 mbrs including parlim)4. bd subor to soc mbrship5. inc 6. state laws: unsure7. cant accept any resignations.................!!!!!!!!!! pres could?? on behalf of bd..but ?not officially; occurred..sequentiallywhat about rr's rules re 'unfavorable circumstance'....?40; 25++RONR doesn't have any rules permitting an assembly to take action in the absence of a quorum simply because there are "unfavorable circumstances."If I understand the facts correctly, it seems that the proper course of action is to somehow convince one of the members who resigned to show up for one final meeting. Since the resignations have not yet been accepted, they remain members of the board. If you also get the four remaining members to show up, the board will then have a quorum for the purpose of accepting the resignations and filling the resulting vacancies.Provide notice in advance that the board will fill the vacancies at this meeting if the resignations are accepted. Have at least one of the new board members show up, and don't fill the vacancy of the resigning board member who shows up until one of the board members present has been appointed to fill one of the vacancies.If you can't get any of the resigning board members to show up, then I suppose your board simply isn't going to do much of anything until the membership can fix the board's mess at its next meeting, unless, as Mr. Brown suggests, there is something in state law which provides a way out. Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.