Guest DAVID ROWE Posted March 8, 2015 at 02:11 AM Report Share Posted March 8, 2015 at 02:11 AM Our Bylaws (sadly very outdated but that is another matter) state that "The Officers of the Corporation shall consist of a President, Vice President, Secretary, Treasurer, the immediate past President and five (5) elected Directors.". They also state that the Directors are to be elected by the membership at the Annual Membership Meeting. However, because no-one was prepared to stand for election, the Board has been running light by two members for some time. I cannot find anything that clearly states that a quorum is to be determined using the number in the Bylaws (10) or the present size of the Board (8) - that is six (6) and five (5) respectively. The water is further muddied by the Virginia State Code which states (specifically A.3 & B.): § 13.1-862. Vacancy on board of directors. A. Unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase: 1. The members may fill the vacancy; 2. The board of directors may fill the vacancy; or 3. If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of the directors remaining in office.B. Unless the articles of incorporation provide otherwise, if the vacant office was held by a director elected by a voting group of members, only the members of that voting group are entitled to vote to fill the vacancy if it is filled by the members. C. A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under subsection B of § 13.1-859 or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. D. The corporation may file an amended annual report with the Commission indicating the filling of a vacancy. I should be grateful for opinions and advice on how I should determine a quorum for the Board, which has its Annual Meeting this Tuesday, 10 march 2015. Link to comment Share on other sites More sharing options...
Richard Brown Posted March 8, 2015 at 04:19 AM Report Share Posted March 8, 2015 at 04:19 AM Per RONR, a quorum consists of a majority of the living, breathing directors actually holding office, regardless of how many are authorized to be on the board. You count people, not seats. Your bylaws or state law, of course, could provide otherwise. I don't see anything in the statute you quoted that changes that, in my opinion, but we do not give legal advice on this forum. It is beyond the scope of this forum. There could well be another statute, however, that does define what a quorum shall be. Link to comment Share on other sites More sharing options...
g40 Posted March 8, 2015 at 02:51 PM Report Share Posted March 8, 2015 at 02:51 PM And while you consider updating your bylaws, I suggest eliminating the "Immediate Past President" from being automatically on the Board. Link to comment Share on other sites More sharing options...
Edgar Guest Posted March 8, 2015 at 03:05 PM Report Share Posted March 8, 2015 at 03:05 PM Our Bylaws . . . state that "The Officers of the Corporation shall consist of a President, Vice President, Secretary, Treasurer, the immediate past President and five (5) elected Directors.". They also state that the Directors are to be elected by the membership at the Annual Membership Meeting. I assume your bylaws also state that these ten persons comprise your board. It's not enough to simply say that they're all "officers". Link to comment Share on other sites More sharing options...
Guest Guest Posted March 8, 2015 at 03:34 PM Report Share Posted March 8, 2015 at 03:34 PM Richard - Thank you. You have given me firm ground from which to make my point. g40 - Thank you for this. The Bylaws must be re-written! Edgar - Thankfully there is a separate section that states that the management of the corporation shall be vested in a Board and its composition Grateful for any more comments. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted March 9, 2015 at 05:55 PM Report Share Posted March 9, 2015 at 05:55 PM I assume your bylaws also state that these ten persons comprise your board. It's not enough to simply say that they're all "officers". Or, even better, that your board comprises these ten persons. Link to comment Share on other sites More sharing options...
Edgar Guest Posted March 9, 2015 at 06:09 PM Report Share Posted March 9, 2015 at 06:09 PM Or, even better, that your board comprises these ten persons. Yeah. I should know better. Link to comment Share on other sites More sharing options...
Guest esther Posted March 9, 2015 at 06:14 PM Report Share Posted March 9, 2015 at 06:14 PM I am trying to discover who has voting right s at a board meeting. I did not think that non elected assistants to officers had that right? Link to comment Share on other sites More sharing options...
Edgar Guest Posted March 9, 2015 at 06:16 PM Report Share Posted March 9, 2015 at 06:16 PM I am trying to discover who has voting right s at a board meeting. I did not think that non elected assistants to officers had that right? Only members of the body that is meeting have any parliamentary rights. That means only board members at board meetings. For future reference, this forum works best if you post a new question as a new topic. Think of this as David Rowe's topic. Link to comment Share on other sites More sharing options...
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