Timothy

Since the board has the ability to fill vacancies, under what good intentions would it be permissible for the board to not do so? Aside from people just refusing to serve on the board, I can think of none that don't give the impression that the board isn't filling the positions because it would dilute their voting power. And even in the case where people refuse to serve, it may be that the board is too large and should be reduced in size (not a board decision) or people have lost interest in the organization and the organization itself should be disbanded.

I can see a reason to require a board that can fill vacancies to determine the quorum based on the full size of the board, but if half the board resigns, they can't fill vacancies for lack of a quorum.

I don't think we have enough information to answer that.

It is possible to make a motion to close nominations and if that motion were to carry by 2/3 vote when there was only one nominee then the nominee could be elected by acclamation. However, the motion to close nominations is only in order after sufficient time has passed for others to make nominations and cannot be made by someone rising to make a nomination.

If the society voted for Mr. X to do a particular job or even if he is elected by unanimous consent, but the minutes don't reflect that, then they can and should be corrected. Be careful, however, about including comments from discussion in the minutes. The wording of your question sounds almost like that is what you are talking about. If, for example, the motion is "to paint the building" and someone asks who is going to do it, someone might say, "That's something Mr. X can do." It wouldn't go in the minutes because it isn't part of the motion, but a lot of people would assume he would, even though Mr. X may not have agreed to do it.

Daniel, your comment reads like you think there is a difference between "a majority of the remaining directors" and "the remaining directors." I don't see how they could be different or what questions are raised.