EdmChurch

Thank you everyone for your contribution and advise.

I am still trying to locate such an article. The chairperson does not want to extend his term.

Other than what i have mentioned so far, all our meeting will be carried out according to the lastest edition of the RONR if we silents on (i.e. not being mentioned in our bylaws). On one hand i am trying to understand our bylaws requirements, but on the other hand i am trying to understand did our bylaws follows the NFP Act. The Act said, "If a vacancy occurs on the board of directors, the remaining directors can continue to exercise all the powers of directors as long as the number of remaining elected directors constitutes a quorum, that is, a majority of the directors, or the minimum number of directors required at a meeting, unless otherwise specified in your corporation's by-laws (refer to subsection 136(2) of the NFP Act)." So what constitutes a quorum in my case? We required a minimum of 2/3 of board members in attendance at any meeting. I am not asking legal advise here but trying to understand all these numbers here. I appreciated all your folks' help here.

We tried to find someone to fill in the vacancy but we have 4 YES, 2 NO and 2 Abstained at our last board meeting (6 present and 2 did not show up). We need 3/4 approval from the board members, so 3/4 of 6 = 4.5 or 5.

The term for the elected chairperson will be expired on Jul 1, 2019. So the number of board members we going to have will be 7? Under the Not-for-Profit Corporation (NPF) Act, a corporation is required to specify in its articles either a fixed number of directors or a minimum and maximum number of directors (refer to subsection 7(1) of the NFP Act). So i don't see my church using fixed number nor using min/max number of directors. Am i missing something?

To rephrase my question, so my board meeting quorum will be based on 2/3 of the total number of board members we can filled (12) or based on the number of board members we have now (8)?

This question related to our church. Our bylaws stated the board meeting quorum must have a minimum of two thirds of the Board Members in attendance. Our Board is formed by 4 elected chairperson, 1 elected board chairperson, 1 elected treasurer, 1 elected facility chairperson, 4 pastoral staff and 1 senior pastor. Right now we only have 2 elected chairperson, 1 elected board chairperson, 1 elected facility chairperson, and 4 pastoral staff. So to call for a board meeting, how many people we need?