jtc0601 Posted November 30, 2014 at 02:37 PM Report Share Posted November 30, 2014 at 02:37 PM Background: There are 5 BOD positions: President, 1st VP-Membership, 2nd VP-Fundraising, Secretary and Treasurer Previously, the entire BOD were asked to resign. Interim BOD was elected until Annual Election. New BOD elected. The 2nd VP had to resign for personal reasons. No one in the past 3 months (that's as longs as new BOD has been in office) has stepped up or has refused appointment. The BOD has asked numerous times through emails, phone calls, newsletters and multiple times through out general monthly meetings. They haven't tried sky-writing yet, hmmmm..... Oh, did I mention they've never had a quorum at any of the last 3 meetings either so nothing has been able to be motioned, 2nded or voted on. No minutes have been approved and so forth..... The only reason anything has been able to be done is through the BOD and by the way the Bylaws are written. It gives them certain rights to conduct business without approval. I am willing to but I am also in charge of recreating the website (1st BOD refused to hand over the reins....) and setting up the Google for Non-Profit program for the organization (which the 1st BOD refused to give any access to the previous program... see the pattern here?). Plus the fact my husband is the new President. I just don't want it to seem inappropriate even though it isn't against the rules. We have many members who like to just sit back and complain. (thinking we should quit, huh? Believe me the thought has crossed our minds many times recently, however, we truly believe in the purpose of this and want to be apart of making it a better program.) There has been a small group that are the ones that participate. 12 (including BOD) out of 95. Now to my question. And please give any suggestion you may have too. Can the BOD carry on business without BOD or should they not be conducting any business? I've suggested that they not do anything except show up at the general meetings and once it is established that there is no quorum state that fact and adjourn the meeting. Repeat this monthly and see what happens. Just for example this BOD has been able to without the membership:Host 3 events; 1)Hosting Region Meeting for other organizations like us. 2)Hold a booth at a citywide event w/ 100% profit 3) Host a Picnic for our Police Dept that included a Tandem jump with a world renowned Jump Team tandem jumping in our Mayor.... and all this has been done either free or under the limit the BOD can spend within the Bylaws. They have been able to have guest speakers at the last 3 general meetings; SWAT Leader, State Trooper Helicopter and the Public Officer for the State Troopers give presentations....... All free Link to comment Share on other sites More sharing options...
Edgar Guest Posted November 30, 2014 at 03:00 PM Report Share Posted November 30, 2014 at 03:00 PM The board can't do very much (i.e. virtually nothing) at a meeting without a quorum but just because there's a vacancy doesn't mean a quorum can't be attained. Your rules may vary but the default quorum for a board with four members is three (i.e. more than half). If three (or four) members show up, they're good to go. If not, they're out of luck. Further, the board can only function as a board at a board meeting. It has no status at a meeting of the general membership. Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted November 30, 2014 at 04:02 PM Report Share Posted November 30, 2014 at 04:02 PM ... Previously, the entire BOD were asked to resign. Interim BOD was elected until Annual Election. New BOD elected... Can the BOD carry on business without BOD or should they not be conducting any business? I've suggested that they not do anything except show up at the general meetings and once it is established that there is no quorum state that fact and adjourn the meeting. Repeat this monthly and see what happens. How were the resignations accepted? How was the board elected? Was there a quorum at your elections? Unfortunately, not much can be done without a quorum. Link to comment Share on other sites More sharing options...
Richard Brown Posted November 30, 2014 at 04:06 PM Report Share Posted November 30, 2014 at 04:06 PM JCT, I'm having a hard time understanding exactly what is going on.... at least from a parliamentary standpoint. I'm confused as to when you are talking about meetings of the Board of Directors and when you are referring to general membership meetings. And I'm at a complete loss as to what you mean by this sentence: "Can the BOD carry on business without BOD or should they not be conducting any business? " I have no clue what you mean by "Can the Board of Directors carry on business without the Board of Directors?" Huh?? I was under the impression you do have a board of directors, although perhaps with one vacancy. Which group is not able to obtain a quorum? The Board or the general membership? It seems from your comments that your bylaws give the Board pretty much full authority to manage the affairs of the organization between meetings of the general membership. Is this true? The answers to how much power the board has will mostly be in your bylaws. RONR can fill in some gaps in areas where your bylaws are silent. We can help you with parliamentary procedure issues, but I don't know how much help we can be with the other issues you have. Those are pretty much beyond the scope of this forum. Link to comment Share on other sites More sharing options...
jtc0601 Posted November 30, 2014 at 04:22 PM Author Report Share Posted November 30, 2014 at 04:22 PM I apologize, I didn't completely read through before I hit send. My ultimate question is: Can the BOD carry on business without a quorum at the general membership? If nothing can be voted on by the general membership what real authority does the BOD have to perform their duties they were elected to do? The BOD is trying to do what they can within the limits of the Bylaws, but some members are stating they can't even do that without a member vote. However, it seems that the BOD are not able to do much at all. Link to comment Share on other sites More sharing options...
jtc0601 Posted November 30, 2014 at 04:25 PM Author Report Share Posted November 30, 2014 at 04:25 PM Hieu H Huynh The resignation was emailed to the President and then he informed the other BOD. After that he sent a email notice to all members with her resignation and called for a special election at our next general meeting. He also asked for nominations or anyone who was willing to step up. He then stated that if no one was in attendance for an election or no one stepped up a 1st VP would be appointed. Link to comment Share on other sites More sharing options...
Richard Brown Posted November 30, 2014 at 04:38 PM Report Share Posted November 30, 2014 at 04:38 PM I apologize, I didn't completely read through before I hit send. My ultimate question is: Can the BOD carry on business without a quorum at the general membership? If nothing can be voted on by the general membership what real authority does the BOD have to perform their duties they were elected to do? The BOD is trying to do what they can within the limits of the Bylaws, but some members are stating they can't even do that without a member vote. However, it seems that the BOD are not able to do much at all.As Mr. Guest pointed out, the Board functions as a board ONLY at Board meetings. Unless you have strange bylaws, the board has no function at all at general membership meetings and is not even there as a board. Any board members who happen to be at the general membership meeting are there strictly as members of the organization.... not as board members. As to the powers of the board, you need to study your bylaws carefully to ascertain what powers the board does and does not have. Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted November 30, 2014 at 04:51 PM Report Share Posted November 30, 2014 at 04:51 PM Hieu H Huynh The resignation was emailed to the President and then he informed the other BOD. After that he sent a email notice to all members with her resignation and called for a special election at our next general meeting. He also asked for nominations or anyone who was willing to step up. He then stated that if no one was in attendance for an election or no one stepped up a 1st VP would be appointed. Do your bylaws authorize the president to accept resignations and appoint members to board vacancies? There may be a chance that there are no valid board members, especially if there was no quorum at your elections. Link to comment Share on other sites More sharing options...
jtc0601 Posted November 30, 2014 at 05:07 PM Author Report Share Posted November 30, 2014 at 05:07 PM Mr. Brown & Mr. Guest you both make a good point so I went back and reviewed our Bylaws and yes it states in several places that the Board sets, presides, supervises and make recommendations to the membership. Apparently we do have strange Bylaws. Even in the Duties of Officers it states the President shall call and preside at all meetings of the ...... So I guess I'm still not sure of my questions and what real authority they have? Mr. Huynh, Our Bylaws do authorize the President to accept resignations and appoint member to Board vacancies with the approval of the remaining Board members. Which is what happened. Any suggestions now? Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted November 30, 2014 at 06:54 PM Report Share Posted November 30, 2014 at 06:54 PM JTC0601, Is this topic related to your other recent thread, "Refuse Membership"? Are you trying to meet your quorum requirement by removing members from the organization? Link to comment Share on other sites More sharing options...
Richard Brown Posted November 30, 2014 at 07:04 PM Report Share Posted November 30, 2014 at 07:04 PM Mr. Brown & Mr. Guest you both make a good point so I went back and reviewed our Bylaws and yes it states in several places that the Board sets, presides, supervises and make recommendations to the membership. Apparently we do have strange Bylaws. Even in the Duties of Officers it states the President shall call and preside at all meetings of the ...... So I guess I'm still not sure of my questions and what real authority they have? Mr. Huynh, Our Bylaws do authorize the President to accept resignations and appoint member to Board vacancies with the approval of the remaining Board members. Which is what happened. Any suggestions now?It the highlighted provision a direct quote from your bylaws? That's rather strange language for bylaws. The board presides?? The board "sets" what? the board "supervises" what? I suspect you are paraphrasing and have left out a lot of words. That is not helpful. The exact language of the bylaws is important. Also, the power to "make recommendations" is far from the power to actually enact anything. What....exactly.... does the board have the power to actually do? Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.