Quest

I am enclosing a copy of my letter to the President...I am of the opinion I requested accurately but he did not respond accurately. Resignation retraction letter SAMPLE.docx

Thank you all....Your input has been invaluable.

Josh, I realized this morning the source of my confusion on quorum in our situation. Does this state, as I believe it does, that a law on the books in our state is trumping RONR and clarifying our bylaws inadequacy? That in the case of vacancies, should they be legitimate due to resignations, leaves the board without a LEGAL quorum, thus trumping RONR's rule? This is from a section of Alabama Law pertaining specifically to Associations. I am assuming that since this is specifically pertaining to my questions in the OP that this should not be a NEW TOPIC? If it should let me know and I will create a new topic. “The Code of Alabama 10A-3-2.11 (a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the certificate of formation, shall constitute a quorum for the transaction of business, unless otherwise provided in the governing documents of the nonprofit corporation; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this title or this chapter or by the nonprofit corporation's governing documents. (b) If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above, or the refusal of any director present to vote.”

You are correct...I withdrew before the next meeting. So I guess the point of confusion for me was that the president deferred to the board rather than accepting my withdrawal and reinstating me. I thought by taking that course of action he had re positioned the question and now it is subject to board approval? You seem to be saying I am mistaken on that...help me see the error of my thinking.

Passage stated, "...but it may not be withdrawn once it has been placed before the assembly for approval.' I am clear on the last two resignations. But does the above statement apply to this (my) situation. "At next meeting in February the President ‘chair’ raised question of ‘allowing’ member to finish elected term. " Lastly revisiting the quorum question. It was my understanding that the required quorum of 5 did not change just because there were empty seats since the bylaws stated 9 are authorized and there is no clause of, say 50% + 1. Will you cite the RONR Ed. 11 that confirms when members resign the quorum decreases?

Correct...only 2 were accepted....thank you...I know this is a real mess but some of us are learning a lot in a hurry. This forum has helped immensely. What you state is what I understood but it really helped to have you confirm....

So to be clear...it appears of a board of 9 only 2 were Accepted leaving 7 actual members. Of the 7 at least 1 really wants to remain resigned due to health. So we ARE a board of 6 whether the remaining 3 accept that fact or not? How would YOU present this information in a clear verifiable statement of fact? I have some RR's notations but if this were you what would you cite in presenting this or should we just walk in and sit down at the table and state we are still members? Doubt the latter but one never really knows...

Bylaws state, "A board of directors, consisting of 9 directors, The President, VP and Sec.Treasurer shall be elected as set out in paragraph 2 of article 1" It then moves into terms of office. So as I understand it a quorum is the majority of the authorized directors...5 Edited to simplify...that quote, 'majority of remaining members' applies to appointments to fill vacancies...how would that apply to a question of resignation, creating a vacancy?

Our bylaws are silent on resignations. They only address replacement in the event of a vacancy. "The President shall appoint a member to fill the vacancy in concurrence of the majority of the remaining board members within 45 days." Based on that what would you conclude? Can you address question #1 which is the 1st scenario? Thanks for info on amending. Amending would also require a quorum which at this time they do not have. In fact they did not even state who would review to make such a recommendation. She is basing the accusation on something on her opinion of something that was said. As I understand it minutes should only reflect Motions and decisions..not off the cuff remarks by board members.

I think I asked this earlier as a guest but cannot find where I did so. This time I joined and am representing it in more detail. I apologize if you saw and responded to me previously on this. I am still learning my way around. In a very contentious meeting in January where the chair created a hostile environment I said ‘I resign’ The chair was the VP as the president was sick. A few days later I submitted a letter of apology to the President and asked to remain on the board. The next documented events took place. (1 1 At next meeting in February the President ‘chair’ raised question of ‘allowing’ member to finish elected term. Question of eligibility was raised…mattered was ‘tabled’ 2 Next special meeting one week later he challenge of qualification was satisfied …documented. Question of needed discipline (accusation of wrong doing through ‘deception’) was raised. Minutes (IMHO) disprove the claim but waiting for a review of the meeting which was recorded. (minutes for Sept. meeting were presented and accepted in next meeting in October and no challenge of dishonesty was raised although this member was not at that meeting) **At the next meeting, March, there will be no quorum as the board no longer has a quorum** ???What should be MY position at that meeting. 1. Can a board literally redo accepted minutes from months ago? Where do I stand now? 2. How can I state my position accurately to a board that in large part does not know RR’s? Question #2 At Feb. meeting 3 more members resigned...two after the board had been reduced to a number below quorum. Are the 2 who resigned OFFICIAL even though there was/is no quorum? What should be their next step IF they want to remain on the board... Yes we are a very weak board because we were not trained on RR's and are scrambling now to catch...