SHOOTER

I was aware but do not fully understand what is meant by that. 

If you would please explain.

Our bylaws state that in order to hold a meeting a quorum must be present with the additional requirement of at least 2 members of the Executive Committee be present.

It now appears that all the members of the executive committee (from the email I received) will not be in attendance thereby circumventing the meeting.

I'm sorry it came across as a legal question it was not intended to be.

I was of the opinion that we should follow the bylaws and that the board could vote on suspending the requirement of the monthly meeting until the guidelines were lifted but apparently that is not the case as our bylaws do not allow for that. Thank you for pointing that out.

It seems we have some work to do to our bylaws to facilitate alternative methods of conducting meetings.

We are considered an essential business under the current guidelines.

Our bylaws call for a meeting of the board on the second Monday of each month.

Should we have the meeting a stated in our bylaws to conduct necessary business and cancel further board meetings if voted on and approved until the the guidelines are lifted or as some on the board have contended we just don't' have one?

I'm in the camp that says a board meeting is required. I'm thinking by not having one it would violate or bylaws and put or 501c3 status at risk.

Is there any difference between and Executive Committee and an Executive Board.

From the reading I have done, it seems some sites say no difference, some sites say yes they are different and others interchange the words at will.

Our bylaws state it is to be an executive committee, the word board is never used.

It's my understanding that either way, the committee or board only has the authority granted to it by full board and nothing more. Correct?

It hasn't happened yet but I have it on good authority it will happen at our next meeting.

Just preparing for it if it does happen. I would like to be standing on a firm foundation when I object.

Thank you one and all for the timely answers.

I do have another question that may sound silly but i will post it in another thread.

Can the president of a non-profit board unilaterally limit the time a board member has to speak on a subject in order to hurry the meeting along?

Our by-laws, articles of incorporation and state rules governing non-profits are mute on this point.

Thanks Gentlemen

We recently received an agenda for our up coming board meeting. We have two reports that the board is required to vote on.

The normal procedure is to have the report given, after discussion and questions, the chair would ask for a motion, someone would make the motion, it would be seconded and a vote taken.

On this agenda however it goes as such.

1.      Review/Approval of minutes from last meeting:

Motion: Presidents Name            Move:                        Second:                          Vote:

Is this the correct wording? Is there better wording that would not imply the President is making a motion.

This was the only item and that was all that was transacted.

Ok Bruce, I have it now.

In the notice the approval of the minutes of the inquorate meeting  were included.

Thank you for clarifying that point.

Establish quorum

Approve minutes of previous inquorate meeting.

Point of order

Ratify

 I think I've got it then.

After the establishment of a quorum, point of order, then vote to ratify, with mention of what is being ratified, but not the minutes from the previous meeting.

Sorry but I've been out of town.

A special meeting has been called.

If I understand correctly once a quorum is established a point of order should be raised about the inquorate meeting.

Then a motion to ratify can can be made and voted on.

I'm assuming the minutes (notes) should be from the previous meeting should presented at some point. If so would they be presented before or after the point of order?

Any help on the order would be greatly appreciated.

Long story short.....

A board meeting was held without the minimum 2/3 attendance of the board members as specified in the bylaws. At not time was a quorum ever present.  The bylaws also stipulates that "A quorum must be established before any business transactions take place at each meeting."  Even though I pointed out that it appeared we did not have a quorum. President and Secretary assured that we did.

Meeting was held as usual : Minutes from previous meeting,Treasurers report, Finance report all approved. All other reports given but approval isn't required on them. Minutes for the inquorate  meeting were taken and I just got a copy of those minutes.

Two items under new business that required funds to be spent were voted on and approved.

Should the meeting be declared void and another meeting scheduled  to go over the same items with a quorum present or is there some other action that could be taken to somehow approve the actions of the inquorate board meeting?  

A committee chair is elected by the board to serve in that capacity. 

Within the bylaws it states the committee chair will be a signatory on the organizations accounts. 

The proposed chair refuses to be a signatory. 

Members on the board want to suspend the sentence requiring  it until such time as the bylaws  can be amended. 

May a board vote to suspend a certain portion of its bylaws in a regular meeting until such time as the as the rules for amending  the bylaws can be followed to formally amend that portion?