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Spencer

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  1. Thank you, jstackpo. I thought our Board issue was so similar it would not warrant a new post. However, I will post anew next time. Appreciate all the comments and advice!
  2. The situation described by Jj&t is also happening on our Board and has created a fiasco I'm at a loss as to how to correct as it involves an employee's annual contract. The President was not pleased that a majority voted to restructure the management staff and rejected his proposal for the renewal of an employee's contract. So two weeks later, he drafted a new, very similar proposal, surreptitiously contacted certain Directors convincing them to vote in favor of his new proposal, then called a Special Meeting when three Directors were unavailable, and called a vote which passed by a majority. I voted against the new motion and pointed out it contradicted the previous motion that had passed and that had not been rescinded. His response was that the new majority vote in favor of his motion overrides the previous vote. I recommended he not give the employee the new contract because the absent Directors would be opposed and will be calling for a new vote. He ignored the recommendation and the employee signed the new agreement. The majority of the Board regrets supporting the President's motion, and it's unfortunate the employee will be impacted, but I believe it's in the best interest of the company to put forth a motion to rescind her contract. I believe it will pass.
  3. Our 9-member Board is currently on a rotation where each Director is in office for three years, and thus three seats are up for election each year. A month ago elections were held to fill the three vacancies that will be effective January 2020. The Bylaws Committee just began meeting and is going to propose to change the number of Directors from 9 to 7. If the proposal is approved, what is the proper protocol to implement the reduced Board size? Do we have to wait a full year until three vacancies result from our existing policy? Do we ask the nine Directors if two of them are willing to step down in January (we may be able to find two agreeable persons)? If we want to implement the reduced Board size in January and have no volunteers to step down, does the Board or the President decide who must step down? Is the decision based on seniority? Do we vote by secret ballot? Our Bylaws require any proposed changes be approved by a majority of the Board and presented to the General membership for ratification. Any recommendations would be appreciated.
  4. Our Board presides over our general membership meetings. Some members claim we cannot count Board members to establish the required quorum. My interpretation is that the Directors of the Board are members and should be counted toward the quorum. Is this correct?
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