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  1. If we are not able to have our general meeting during the fall, we try again during winter month per our bylaws, as we have done this for many years. Members are aware of the notices whether the meeting succeeds or scheduled for another time. It is very rare for us to have the special meeting. We will see how the general meeting will go soon.
  2. Again, thank you for your input and suggestions. Initially, a motion to suspend the quorum simply because we were two members short, we wanted to see how the members present, at the special meeting, would vote on two issues to help the board to proceed with new meeting location and add another time for the general meeting to cut down on meeting times thus maybe more members would be interested to attend the meeting and then socialize. It was in no way to disregard absentees whom did not attend the special meeting given that they would support our decision. The only exception that we would not act on would be the financial aspects, which would hold everyone liable for any financial-related decision. Another issue, from the past, the board decided to spend some money on a project, which completed before the general meeting. Even if four out of seven board members were present, they can still carry out an action. That was the rationale for comparing a decision by four board members versus to twenty-three members present. However, only the members can change the bylaws by 2/3 vote of members present with 25 members required for a quorum. There is no clause under the quorum section for the number of board members to constitute a quorum--at most, four of the seven showed up for the board meetings several times. Last, we did not think about amending the bylaws until after several discussions given the circumstances. We knew that absent members would not object and ratify the motions adopted during the next general meeting. The comments/views/inputs were extremely helpful for which I will share with everyone. Of course, this would not happen if this was a national organization where the numbers of membership are greater with more dollars vested. Yes, we were wrong and it is time to move on and learn from this experience. Thank you and others!!
  3. Thank you for your "kind" comments. You missed my point about the numbers in comparison since its about the numbers of "members" deciding for the whole organization whether it is the board or members during the general/special meetings. We are aware of the bylaws purpose and desperate times, even though we were shy of two members, our bylaws require 2/3 (66 percent, in our case, greater than 17) of members present to pass the vote on said motion, which passed and carried by everyone's vote with no opposition. The president learned from another member that the motion should be ruled out of order and the board agreed. Because of the two key issues--general meeting location and splitting the general meeting times to two different times--the board decided to hold the special meeting instead of waiting for the general meeting since the annual location--for many years--changed. Second, we had issues with meeting the quorum to have a general meeting in the past, which was not up for discussion for the special meeting. Now after the fact from these postings, we can learn from our mistakes. All I asked was a reference to the RONR and some input regarding suspending the bylaws for specific reason/time. I appreciated everyone's input and/or views. Of course, we will move to change the number of quorum, which I am sure will pass given the recent event and past history of cancelled general meetings.
  4. Thank you @RichardBrown for your prompt response. This is something to learn about given that we thought the members could do for the best interest of their organization. Given the insights provided by others including yourself helped. Yes, our secretary gave notice in advance about the special meeting. The lack of quorum stemmed from members already planned their summer vacation and/or attend another event.
  5. Recently, during the special meeting, we needed to address two urgent matters. We were two members short on the required quorum of (25) members in attendance, as stated in our bylaws. A motion was seconded and moved to suspend the quorum section of our bylaws--even though we knew that we violated the bylaws per RONR--the decisions did not affect any finances and/or membership. The president did not rule the motion out of order and we proceeded with the special meeting even though all officers voted in favor on two motions. Later the board decided the meeting was null and void. We are a very small non-profit organization with less than 150 members--our membership grows in size during special events. Active participants averages about 20 - 40 members. My argument is that if two out of seven members to the board did not attend their board meeting would result in 5/7 = 71 percent in attendance. Whereas, a special meeting (or any general meeting) requires 25 members in attendance, we had 23/25 = 92 percent in attendance, which is 21 percent difference. All 23 members voted in favor of two important decisions to some change in bylaws relating to meeting location and to hold two general meetings instead of one annual general meeting. The special meeting did not call for a change to the quorum section of our bylaws on the number of membership in attendance to meet a quorum before the meeting can proceed. For your information, using the percentage of current membership for a quorum will not work for our organization. Last, the main question, do the board have the power to rule the special meeting null and void because we suspended the quorum section of the bylaws? To reiterate, the main concern was a major change to the meeting location that we attended for 100+ years and that the meetings took too long, which is why we wanted to change it to twice a year. The quorum requirement during the general meeting had been challenging in the last few years. I appreciate your input and/or advice.
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