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Board Not Following Bylaws?


Guest Janice

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Our Club Constitution/By-laws "Any Committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee and the Board may appoint successors to those persons whose services has been terminated"   The President called a special board meeting and only 8 of the 12 board members were present.  They still voted to terminate the committee even though there was not a full membership of the Board present.  Should the Board have don't this?

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It is up to you all to interpret your bylaws (see RONR pp. 588-591 for some principles to help with that).  However, if your question is whether the Board can only take action if all 12 of their members are present ask yourself if it would be reasonable to argue that a single Board member can thwart the rest of the Board by not showing up at the meeting.

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Our Club Constitution/By-laws "Any Committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee and the Board may appoint successors to those persons whose services has been terminated"   The President called a special board meeting and only 8 of the 12 board members were present.  They still voted to terminate the committee even though there was not a full membership of the Board present.  Should the Board have don't this?

 

If seven of the twelve board members voted to terminate, that would constitute "a majority vote of the full membership of the board".

 

Don't confuse the voting requirement with the number of members present.

 

Guest Janice, I agree with Edgar Guest's comment.  The voting requirement your board has is frequently in place for small governing bodies such as city and county councils (and even legislatures).  It means simply that if you have twelve board members, there must be seven votes to terminate someone.  If only seven board members are there to vote and they all seven vote to terminate, it's done.

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