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Guest Concerned for the Future

Possible Mass Resignations at Annual General Meeting

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Guest Concerned for the Future

There is a possibility at our annual general meeting that if a former board member gets elected this year, most of the board will immediately resign, state their reasons and walk out of the meeting. I am concerned we will then not have enough board members to form a quorum to hold a board meeting, and no one to chair, record minutes, sign cheques, pay bills, etc. Effectively our club will cease to be able to do business.

Here are my questions should these newly elected officers and board directors resign and walk out:

Can someone make a motion to have the board member causing these resignations to be removed from their elected position (if they won`t resign of their own accord).

Does the membership vote to accept or reject all of these resignations (I assume a simple majority is needed).

If the resignations are accepted do we hold a new election immediately while we have the membership altogether.

What do we do if we cannot fill out the board to achieve a quorum for board meetings.

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Guest Math Student

On the face of it, something just seems goofy here:  there are enough (hypothetical) votes to elect a new officer, but the other directors would then throw a (hypothetical)tantrum and walk out thus creating a problem with the quorum?  The math seems questionable.  If when recalculating, the math works out that all (hypothetical) tantrummers leave, then it seems the perfect opportunity to vote in new officers (hypothetically, of course).

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Guest Concerned for the Future

Thank you, but that really did not answer my question of what the procedure would be should this happen. I am trying to cover all my bases in case the problem person (and believe me they are difficult to say the least) somehow manipulates the meeting and gets elected.

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Guest Math Student

By "manipulates the meeting and gets elected" do you mean this person possibly forced a majority to vote for him/her (I'll bet it's a woman)?

What it really sounds like is you disagree with what you see as the likelihood of the majority disagreeing with you in voting in this person. Further, it reads as if you are looking for a way to prevent this individual from being elected--that's called campaigning.  You could certainly speak against this nomination during "debate" prior to the election vote.

If a bunch of drama ensues and resignations are tendered, a Chair pro tem, can chair the meeting including presiding over motions to accept the resignations along with nominations and elections to fill the newly vacated seats.

Just wait, you'll soon have citations offered by others, but that won't really solve your problem, I suspect.

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Just to be sure your questions are covered...

In the order you, Guest_Concerned for..., asked:

Maybe, depending on your bylaws - see p. 574.

Yes, although if emotions are as high as you seem to be anticipating, a vote to reject is probably pointless.

Yes, but... you will have to give notice of those elections before a (second) meeting at which to run the vacancy filling elections. (See p. 291) OR, check the bylaws (familiar theme, eh?) and see if they say how vacancies are filled; it may not be by election by the membership - p. 575.

No problem - a quorum is a majority of the living breathing members (unless you bylaws say otherwise) so, possibly, that one remaining board member may well have the authority to fill all the vacancies him/her-self, (if that is how vacancies are filled).

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Can someone make a motion to have the board member causing these resignations to be removed from their elected position (if they won`t resign of their own accord).

See FAQ #20. Considering that the board member was just elected, however, I have my doubts that efforts to remove him would be successful.

Does the membership vote to accept or reject all of these resignations (I assume a simple majority is needed).

Yes.

If the resignations are accepted do we hold a new election immediately while we have the membership altogether.

No. Notice must be provided before the vacancies may be filled. As noted, your Bylaws may provide a different method of filling vacancies. Also, if the last remaining board member happens to be the Vice President, he would now be the President.

As Math Student points out, while the vacancies in the permanent positions require notice, you can and should proceed to elect a Chairman Pro Tempore and Secretary Pro Tempore immediately (unless the last board member happens to be the President, Vice President, or Secretary).

What do we do if we cannot fill out the board to achieve a quorum for board meetings.

Firstly, this should not be a concern if you accept the resignations. The default quorum is a majority of the current board members, so the single board member could proceed to do business. If your Bylaws provide a fixed number for the quorum, then you may have a problem. If the board is unable to obtain a quorum it will be unable to do business until more of the vacancies are filled.

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