Guest Terru Posted May 9, 2014 at 02:41 PM Report Share Posted May 9, 2014 at 02:41 PM current constitution states President can replace a board member (elected or appointed) but that decision must be ratified by the board. board quorum is 6.8 of the 9 directors have resigned; secretary has resigned; VP is resigning ............question is this: HOW can President replace board? would believe only way is to go to membership for special nomination / election process ............ any way to have a board meeting without all the players ? wouldnt think so because there isnt a quorum for any action. .. would a board meeting be held ? cant imagine so ........... nothing in constitution covers this so looking to RRO for backup Link to comment Share on other sites More sharing options...
Chris Harrison Posted May 9, 2014 at 03:36 PM Report Share Posted May 9, 2014 at 03:36 PM There may be a problem or there may not. Can you give us the EXACT language from the Constitution regarding how the President fills the vacancies on the Board and how it defines a quorum for the Board? Link to comment Share on other sites More sharing options...
Dan Honemann Posted May 9, 2014 at 06:44 PM Report Share Posted May 9, 2014 at 06:44 PM There may be a problem or there may not. Can you give us the EXACT language from the Constitution regarding how the President fills the vacancies on the Board and how it defines a quorum for the Board? Bearing in mind, of course, that the purpose of this forum is not to attempt to interpret snippets from the bylaws of any particular organization. Link to comment Share on other sites More sharing options...
Guest Edgar Posted May 9, 2014 at 07:17 PM Report Share Posted May 9, 2014 at 07:17 PM 8 of the 9 directors have resigned; secretary has resigned; VP is resigning Until their resignations are formally accepted (presumably by the board but possibly by the president), they're still board members. Perhaps enough of them can be persuaded to be responsible enough to attend one last meeting where their resignations will be accepted, and their replacements confirmed, one-by-one. Otherwise you're left with the same situation as if a majority of the board just stopped attending meetings (without resigning). Either way they should be ashamed of themselves. Link to comment Share on other sites More sharing options...
Gary c Tesser Posted May 9, 2014 at 07:44 PM Report Share Posted May 9, 2014 at 07:44 PM ..., that the purpose of this forum is not to attempt to interpret snippets from the bylaws of any particular organization. Remember the phrase "aspirational in nature," from the early days of the website? Link to comment Share on other sites More sharing options...
Dan Honemann Posted May 9, 2014 at 09:33 PM Report Share Posted May 9, 2014 at 09:33 PM Remember the phrase "aspirational in nature," from the early days of the website? Not in this context, no. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted May 10, 2014 at 03:26 AM Report Share Posted May 10, 2014 at 03:26 AM Remember the phrase "aspirational in nature," from the early days of the website? Not in this context, no. OK. Bylaws is one thing; but we here shall strive on. Link to comment Share on other sites More sharing options...
Josh Martin Posted May 10, 2014 at 02:07 PM Report Share Posted May 10, 2014 at 02:07 PM current constitution states President can replace a board member (elected or appointed) but that decision must be ratified by the board. board quorum is 6.8 of the 9 directors have resigned; secretary has resigned; VP is resigning ............question is this: HOW can President replace board? would believe only way is to go to membership for special nomination / election process ............ any way to have a board meeting without all the players ? wouldnt think so because there isnt a quorum for any action. .. would a board meeting be held ? cant imagine so ........... nothing in constitution covers this so looking to RRO for backup If your constitution provides what you say, then I think you're stuck unless (as Edgar suggests) you can get enough members to show up to constitute a quorum for one last meeting, you can amend the constitution, or your constitution provides for an alternate method to fill vacancies (which you seem to hint at). A board meeting can be held without a quorum, but the board cannot conduct any business except for a handful of procedural motions. Ratifying appointments to the board is not an action which can be taken in the absence of a quorum. Link to comment Share on other sites More sharing options...
Chris Harrison Posted May 10, 2014 at 03:11 PM Report Share Posted May 10, 2014 at 03:11 PM Terru still hasn't come back with the language regarding how the quorum for the Board is defined in the Constitution and how the President fills the vacancies. Terru says the quorum is 6 and there were 9 Board members which suggests the quorum is 2/3. The question is if it is calculated from the total number of possible Board members (9) or from the number of current Board members. Terru? Link to comment Share on other sites More sharing options...
Josh Martin Posted May 10, 2014 at 06:56 PM Report Share Posted May 10, 2014 at 06:56 PM Terru still hasn't come back with the language regarding how the quorum for the Board is defined in the Constitution and how the President fills the vacancies. Terru says the quorum is 6 and there were 9 Board members which suggests the quorum is 2/3. The question is if it is calculated from the total number of possible Board members (9) or from the number of current Board members. As Edgar points out, the resignations aren't final until they have been accepted, so it might not make a difference. Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.