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Board resigned


Guest Sara

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All but one board member out of 7 sent in their resignations. They followed the Chairman's resignation as they were selected by him and left with him. No one accepted the resignations of the board members but just received them. Three were ask to call one last meeting to elect or appoint their replacements and they have become unresponsive.

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Two possibilities:

1) Go to the people, members of something who elected the board in the first place, and have them nominate and elect board replacements.

2) Check the bylaws CAREFULLY - many I have seen let "remnant" board members fill vacancies even though the remnant is less than a quorum. Then the "chartered secretary" can refill the board all by him/herself.

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Two possibilities:

1) Go to the people, members of something who elected the board in the first place, and have them nominate and elect board replacements.

2) Check the bylaws CAREFULLY - many I have seen let "remnant" board members fill vacancies even though the remnant is less than a quorum. Then the "chartered secretary" can refill the board all by him/herself.

But isn't the first step, just to be picky, to accept the resignations? And the Catch-22 being that until then, the eight absent members are still on the board, and the lone secretary can only call an inquorate meeting to order. I'm not trying to be difficult, just accurate.

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Well, the general membership -- presuming there is one and the Board (what is left of it) is NOT the entire body of members -- could accept the resignation(s) and get on with filling the vacancies.

Also, I'd consider the resigned members "unresponsiveness", c.f. #3, to indicate a sufficient passage of time to indicate that "there has been a reasonable opportunity for it [the resignation(s)] to be accepted". P. 291. After all, who is gonna object?

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If when the last remaing board member calls for a board meeting (No Quorum) (unresponsive members who tendered their resignation) would it be legal then to have a meeting let alone appoint*(because there are no other member to hold an election*) new board members?

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If when the last remaing board member calls for a board meeting (No Quorum) (unresponsive members who tendered their resignation) would it be legal then to have a meeting let alone appoint*(because there are no other member to hold an election*) new board members?

Sara,

Are you saying that this organization consists entirely of the board, and that it has no members whatsoever?

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The board elect members. I'm trying to confirm, if you only have one board member is it legal to hold a meeting and appoint new members. I say appoint because it takes more than one member to have an election. How do you contine and be legal in the process?

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8.09 Quorum

A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be three (3) members present at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. If the Corporation has only one member, the member present in person or by proxy constitutes a meeting. For the purpose of determining quorum, a member may be present in person, or, if authorized under Section 8.11 and/or 8.11, by telephonic and/or by other electronic means.

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