teckwyn Posted June 24, 2012 at 02:10 AM Report Share Posted June 24, 2012 at 02:10 AM Our bylaws state that our board shall comprise six elected members and one nominated representative of each of our chapters. We presently have 14 chapters. The bylaws state that the quorum for a meeting of the board shall be "one-half (1/2) of the members of the board".Prior to the last meeting, only eight of the chapters had sent the names of their nominated representatives to the secretary of the board. At the last meeting of the board, only four chapter reps were present along with four other board members. The president ruled that we had quorum since only the chapters that had nominated representatives would be counted in determining the number of members of the board (which he ruled as 6+8=14) and thus quorum was only seven members.I have read through RONR but I can find no guidance on this. Does this make sense? Link to comment Share on other sites More sharing options...
Chris Harrison Posted June 24, 2012 at 03:48 AM Report Share Posted June 24, 2012 at 03:48 AM It is up to you all to interpret your own bylaws. See RONR pp. 588-591 for some principles to help do that. Link to comment Share on other sites More sharing options...
jstackpo Posted June 24, 2012 at 05:17 AM Report Share Posted June 24, 2012 at 05:17 AM In your interpretation efforts don't lose sight of the fact that, in RONR, "member" means living breathing people, or some other carefully defined existing entity. So I count that your current Board has 14 people-members, as you did, and four vacant - yet to be filled by the chapters - positions.Your problem will be deciding whether the "Chapters" are the entity-members of the board or whether the representatives from the chapters are the members. That depends on the exact wording of your bylaws. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted June 24, 2012 at 09:17 AM Report Share Posted June 24, 2012 at 09:17 AM Our bylaws state that our board shall comprise six elected members and one nominated representative of each of our chapters. We presently have 14 chapters. The bylaws state that the quorum for a meeting of the board shall be "one-half (1/2) of the members of the board".Prior to the last meeting, only eight of the chapters had sent the names of their nominated representatives to the secretary of the board. At the last meeting of the board, only four chapter reps were present along with four other board members. The president ruled that we had quorum since only the chapters that had nominated representatives would be counted in determining the number of members of the board (which he ruled as 6+8=14) and thus quorum was only seven members.I have read through RONR but I can find no guidance on this. Does this make sense?"Members" means living breathing people, not empty chairs. Apparently the president concluded that the actual size of the board was 14 members, since people who have not been named yet are not yet members. I would find it hard to argue with his logic. Link to comment Share on other sites More sharing options...
Guest Edgar Posted June 24, 2012 at 11:55 AM Report Share Posted June 24, 2012 at 11:55 AM Our bylaws state that our board shall comprise six elected members and one nominated representative of each of our chapters. We presently have 14 chapters. The bylaws state that the quorum for a meeting of the board shall be "one-half (1/2) of the members of the board".Agreeing with Mr. Novosielski, I'll just add that you might want to amend your bylaws to change "nominated" to "appointed". "Nominated" sounds like they don't yet hold an office when, in fact, they do. While you're at it, get rid of the redundant "one-half (1/2)" nonsense. Link to comment Share on other sites More sharing options...
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