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Kathryn Tanner

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Everything posted by Kathryn Tanner

  1. Our non-profit has 12 board members. We meet in person every month. However, 3 of those members NEVER come to meetings; 2 live out of town and one just doesn't come. Do they have to be counted as members for the purpose of determining if we have a quorum present? Should be just ignore them and count ourselves as a 9-person board? Should we somehow change the description of board members to differentiate between those who can vote and need to be counted for quorum and those who are basically advisory?
  2. Our non-profit is having quorum problems similar to, but not exactly the same as, some of these. We have 12 board members and the board meets every month. However, 3 of those members NEVER attend meetings. By-laws just say 51% of board is a quorum. Should we: amend the definition of "board member" in some way that only those who can and will attend meetings will be voting members and subject to quorum count? Should we somehow change the by-laws to allow for non-voting board members and base quorum only on voting, probably coming to meeting, members? Two of these absent members do perform valuable functions with the organization, but they live out of town.
  3. A member of my organization has requested an ADDENDUM (not an amendment) to minutes, calling it a "point of order" that a committee meeting was inappropriate. This objectionable committee meeting was held prior to the board meeting that is the subject of the minutes she wants to "addend." I cannot see such a case discussed anywhere. Some of the members think she has a right to "addend" minutes, whether or not the majority of the board agree with her assertions in the addendum. Can you give me some authoritative advice about this?
  4. A member of my organization requested an addendum (not a correction) to minutes. The "addendum" is titled "Point of Order: Improper use of Executive Committee" and charges that recommendations made by a previous executive committee were invalid because the meeting was called inappropriately and was in violation of our organization's bylaws. When this request for addendum was made, all the recommendations made by the committee had been voted upon and approved by the entire board. My questions: How do we handle this addendum? A majority of the members disagree with the addendum and don't want it as part of the minutes. If we disapprove the addendum, will we not have minutes recorded for that meeting at all? Do the charges made about the executive meeting have any effect when posed in this form, as an addendum to minutes? Is this even a proper way to make a "point of order" as charged by the member?
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