Greggg

You are correct! This is what I should have typed: 10.6 Meetings of the Executive Directors may occasionally be held online or electronically if a majority of the Flag Officers deem it necessary. Such meetings must be conducted in such a way that all members participating can hear each other at the same time and allow for votes to be taken electronically. Personally, I have always referred to the Flag Officers plus Directors as 'the Executive' but our bylaws clearly state that this group is the 'Executive Directors".

Thank you for your reply. I used the term Executive Directors because, for better or worse, that is how this group is defined elsewhere in the bylaws.

Than k you for your reply. The plan would be to do this as a Special Resolution at this November's AGM - whether that's online again this year under the emergency order or in person if the order is lifted. I get the confusion over the different names. There are a minimum of 10 Directors and four Flag Officers. Together they are defined as the Executive Directors. Bylaw 6: 6. EXECUTIVE DIRECTORS: The Executive Directors of the Club shall be elected at the Annual General Meeting for a period of one year and consist of four flag officers and a minimum of ten other members, one of whom shall be the Immediate Past Commodore The Flag officers are defined elsewhere. The intention of this is to hold electronic meetings only in emergency situations where it is physically impossible to meet in person and still be able to conduct business. If the meeting to decide to hold an electronic meeting has to be done in person, then there really is no point to all this. Our hope was to have the 4 Flag Officers (or whoever) call an online meeting and then have the entire executive approve it at that (online) meeting.

Our club's bylaws are silent on holding meetings electronically. Our provincial government issued this statement in April 2020 to allow companies and societies to allow for electronic meetings even if the bylaws don't allow for them: To support B.C. companies, societies and co-operatives through the COVID-19 pandemic, electronic meetings will be allowed during the Province’s state of emergency. A temporary change under the Emergency Program Act will allow electronic meetings during the Province’s state of emergency. The order helps corporations hold annual or special general meetings, in accordance with the provincial health officer’s order against gatherings of more than 50 people. We would like to amend our bylaws to allow for electronic meetings after this emergency order is cancelled. Note that it is the board's intention to use electronic meetings only rarely when it is not practical to meet in person say, like for weather. Also there is no intention of having hybrid meetings where some are in person and a few dial in. Section 10 of our bylaws deal with the duties of the board and the part that deals with regular board meeting is: 10.4 Should any member of the Executive Directors be absent from all meetings held in any two consecutive months without an excuse satisfactory to the majority of the other Executive Directors such other members may declare his/her place on the directorate vacant. 10.5 The order of business at meetings of the Executive Directors shall be: a) Minutes of last meeting b) Business arising out of the minutes c) Correspondence d) Accounts e) Reports of officers f) Reports of special committees g) Unfinished business h) New business Would we be covered if we added: 10.6 Meetings of the Executive may occasionally be held online or electronically if a majority of the Flag Officers deem it necessary. Such meetings must be conducted in such a way that all members participating can hear each other at the same time and allow for votes to be taken electronically. It's a yacht club and the Executive consists of 4 Flag Officers and a minimum of 10 Directors. Some would like it to read "...if a majority of the Executive deem it necessary." There's a provision in the bylaws that allows the Flag Officers to conduct club business between board meetings - subject to getting approval from the entire Executive for whatever they did at the next meeting. But no such process exists for the Directors. Could (or should) the Directors be consulted presumably by phone or email or would they have to give their approval only in person - which wouldn't be practical. I appreciate the patience and wisdom here! Gregg

Thank you for your replies. No, there is no provision for filling a Trustee vacancy other than the one vacancy that occurs naturally every year. Our bylaws include such information about filling vacancies in the Executive: 9.1.3 - The Commodore, with the consent of the Executive Directors shall have the power to appoint a member to the Executive when a vacancy occurs. The Executive is clearly defined elsewhere and does not include the Trustees

First the bylaw in question: 8.7 Nominations for the board of Trustees shall be subjected to the foregoing regulations. One Trustee per year shall be nominated and elected each year to a three year term. Note: The foregoing regulations refer to the process to set up the Nominating Committee etc. Our yacht club has an Executive of about 15 and 3 Trustees, all former Commodores (presidents). The Trustees attend all meetings and participate in the discussion but can not vote or make motions. I am just finishing my second year as Trustee and am returning to the Executive as a Director. Part of our role as Trustee is to provide oversight to the Executive - ie: we can call a Special General Meeting if they are misbehaving (This has never happened). It has been decided that I should step down as Trustee as I would be on both sides of any dispute. A Past Commodore has agreed to finish my last year of my 3 year term. How do we handle this at our upcoming AGM. Since I was elected to a 3 year term my name won't be in the Nominating Report as Trustee but will be there as a Director as every other position in the club is a 1 year term. Can we just explain the circumstances and see if the members approve of me stepping down after 2 years and electing a Trustee to only a 1 year term? I doubt this will be contentious, but we want to do it correctly. Thank you very much, Gregg