David A Foulkes Posted March 24, 2011 at 10:07 PM Report Share Posted March 24, 2011 at 10:07 PM ....I agree. Link to comment Share on other sites More sharing options...
Guest Angelo Posted March 25, 2011 at 12:02 AM Report Share Posted March 25, 2011 at 12:02 AM I had a question regarding the same subject matter.The org bylaws state to have 5 Officers and 4 Board members, however, at no time shall it consist of less than 7 members.This particular org year there are only 7board members in total between officers and board of governors.Now 2 of those 7 members submit to the President their letters of resignation effective immediately.One of those members decides within days to retract his resignation with another letter.No board meeting is held because the rest of the board cannot attend, thus the letters of resignation are not presented.The President is acting with the thought, the remaining board members will accept both letters of resignation, because the board must accept or deny resignations, and would like to appoint members to those positions. Can he do that ? since there really is now no board, not with 5 members.And does'nt the words " resignation effective immediately " hold enough weight, and can mean the board now only has 5 members?Shouldn't the appointing of the vacancies now be up to membership of the org and not solely by the president/vice- president ?Shouldn't the membership be aware of this situation ASAP and who should be filling the vacancies on the board by a membership vote? Link to comment Share on other sites More sharing options...
hmtcastle Posted March 25, 2011 at 12:05 AM Report Share Posted March 25, 2011 at 12:05 AM Can he do that ? since there really is now no board, not with 5 members.The fact that your bylaws call for a seven-member board does not necessarily mean that the board comes to a grinding halt if one member leaves. Vacancies occur all the time.What would be the point of giving a board the authority to fill a vacancy if, when a vacancy occurred, the board couldn't act? Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 25, 2011 at 05:32 PM Report Share Posted March 25, 2011 at 05:32 PM The org bylaws state to have 5 Officers and 4 Board members, however, at no time shall it consist of less than 7 members.<snip>.... since there really is now no board, not with 5 members.Yes there is still a board. The bylaws states the rule. The facts state reality. The board exists. "There is a lot of truth in what actually happens."But, as soon as you accept that resignation, the board will exist with an improper number of members, which the bylaws demand that you remedy as quickly as practicable. The resignation that was withdrawn doesn't require any action; that member is still a member. But the member who wishes to resign effective immediately is still a member until the resignation is accepted, unless your bylaws provide otherwise.Be careful that you don't lose a quorum as soon as that resignation is accepted. Check your bylaws for the quorum requirement. Link to comment Share on other sites More sharing options...
Josh Martin Posted March 26, 2011 at 09:33 PM Report Share Posted March 26, 2011 at 09:33 PM Can he do that ?What do your Bylaws say about who has the authority to fill vacancies?And does'nt the words " resignation effective immediately " hold enough weight, and can mean the board now only has 5 members?No. Resignations must be accepted (and apparently one of them has been withdrawn prior to acceptance, so it looks like you'll have at least six members).Shouldn't the appointing of the vacancies now be up to membership of the org and not solely by the president/vice- president ? Shouldn't the membership be aware of this situation ASAP and who should be filling the vacancies on the board by a membership vote?What do your Bylaws say about who has the authority to fill vacancies? Link to comment Share on other sites More sharing options...
dweitz52 Posted April 25, 2011 at 03:42 PM Report Share Posted April 25, 2011 at 03:42 PM Thought everyone would like to know how this turned out. Cathy is in the hospital since October but has technically missed no meetings since proper noticifcation was never given for the Board meetings. The election took place in November. The by-laws state that after you miss three meetings you maybe reinstated until you miss number 4 and then you are out. The two resignations one of which was recinded were acted upon at what I would call a secret illegal meeting at the President's house. He called three other members the day of the Board meeting to tell them to come to his house that night. Left out Cathy for notification even if she is in the hospital and left out the other two people who were still Board members. At the meeting he did not bring up the fact the the one resignation was recinded and that proper procedure according to the by-laws which states all resignations must be accepted or denied and what had been placed on this website and the opinions therein. He also used the recinded resignation to his advantage when a group of four club members came to his house and told him he didn't have a Board. He told them that the one resignation was taken back and therefore that person was still a Board member. After braking every rule he then appointed three new people to the Board to take the places. He still has not notified the replaced people that he did this. Definitely Presidential material I would say! Link to comment Share on other sites More sharing options...
Josh Martin Posted April 25, 2011 at 04:05 PM Report Share Posted April 25, 2011 at 04:05 PM The two resignations one of which was recinded were acted upon at what I would call a secret illegal meeting at the President's house. He called three other members the day of the Board meeting to tell them to come to his house that night. Left out Cathy for notification even if she is in the hospital and left out the other two people who were still Board members. At the meeting he did not bring up the fact the the one resignation was recinded and that proper procedure according to the by-laws which states all resignations must be accepted or denied and what had been placed on this website and the opinions therein. He also used the recinded resignation to his advantage when a group of four club members came to his house and told him he didn't have a Board. He told them that the one resignation was taken back and therefore that person was still a Board member. After braking every rule he then appointed three new people to the Board to take the places.What do your Bylaws say about who has the authority to fill vacancies? Link to comment Share on other sites More sharing options...
dweitz52 Posted April 25, 2011 at 06:22 PM Report Share Posted April 25, 2011 at 06:22 PM What do your Bylaws say about who has the authority to fill vacancies?The Board has the right to appoint replacements. I just don't feel that there were three positions to be filled, only one. On previous posts people felt that the resignation that was recinded and not yet acted upon meant that that Board member was still an active Board member Link to comment Share on other sites More sharing options...
Josh Martin Posted April 26, 2011 at 02:56 PM Report Share Posted April 26, 2011 at 02:56 PM The Board has the right to appoint replacements. I just don't feel that there were three positions to be filled, only one. On previous posts people felt that the resignation that was recinded and not yet acted upon meant that that Board member was still an active Board memberI completely agree with the other posters that a resignation that has not yet been acted upon may be withdrawn, so as you say, there is now only one resignation to act upon. The board will have to act on that resignation again at a valid meeting. The special meeting you detailed is invalid since notice was not given to all members of the board, which means that all business conducted is null and void. The board should also keep in mind that notice is required for the election to fill the vacancy. Such notice may be included in the call of the meeting, and it would be proper to do it all in one meeting by saying something in the call like, "A motion will be considered to accept the resignation of Director X and, if the resignation is accepted, an election will be conducted to fill the resulting vacancy." Link to comment Share on other sites More sharing options...
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