Guest emily martinsen Posted July 31, 2015 at 01:40 AM Report Share Posted July 31, 2015 at 01:40 AM help......our bylaws do not distinguish between quorum and voting..requirementi still need rule re majority in a circumstance of unfavorable...to fill vacancies....... Quote Link to comment Share on other sites More sharing options...
Guest emily martinsen Posted July 31, 2015 at 01:41 AM Report Share Posted July 31, 2015 at 01:41 AM what is smg??????? Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted July 31, 2015 at 02:56 AM Report Share Posted July 31, 2015 at 02:56 AM Guest_emily martinsen, Please post as a new topic. See here. Edited to add: Is your question related to the one in this thread that you started? If so, please ask your question in that thread. Quote Link to comment Share on other sites More sharing options...
DavidWC Posted July 31, 2015 at 08:15 PM Author Report Share Posted July 31, 2015 at 08:15 PM Wow! Lots of responses! The day after I posted my question I had some medical problems that kept me away from the computer. I'll read the responses in depth this weekend and will try to respond (if needed). Our organization is in New York State. It is a not-for-profit organization (Historical Society). In New York State, land of 100,001 laws and regulations, Historical Societies, Museums, and Libraries can only operate legally if approved by the New York State Education Department. That approval is in the form of a Charter (either provisional or absolute). Within the last few weeks I learned our organization must abide by other regulations. In NYS, not-for-profit organizations have to abide by "Not-for-profit Corporation" regulations. These regulations dictate many things, such as quorums, whistleblower requirements, conflict of interest policies, mergers, consolidations, finances, and many other details. Many of the regulations allow the organization's By-Laws to supersede the state regulations. The page with information on these regulations can be found at: http://public.leginfo.state.ny.us/lawssrch.cgi?NVLWO:(On the page, scroll down to "NPC Not-For-Profit Corporation") FYI... On the page with the Not-For-Profit Corporation regulations, "Article 1, Section 102. Definitions" states the following:(6-a) "Entire board" means the total number of directors entitled to vote which the corporation would have if there were no vacancies. If the by-laws of the corporation provide that the board shall consist of a fixed number of directors, then the "entire board" shall consist of that number of directors. If the by-laws of any corporation provide that the board may consist of a range between a minimum and maximum number of directors, then the "entire board" shall consist of the number of directors within such range that were elected as of the most recently held election of directors. Since we are Chartered by the NYS Education Department (explained in the 2nd paragraph of this post), we have to abide by other regulations within the State Education Department. Whew... David Quote Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted July 31, 2015 at 09:01 PM Report Share Posted July 31, 2015 at 09:01 PM ... The page with information on these regulations can be found at: http://public.leginfo.state.ny.us/lawssrch.cgi?NVLWO:(On the page, scroll down to "NPC Not-For-Profit Corporation") .... I don't see it there. I'm in Brooklyn, maybe that hurts. (It often hurts.) Nancy N. Quote Link to comment Share on other sites More sharing options...
Edgar Guest Posted July 31, 2015 at 09:28 PM Report Share Posted July 31, 2015 at 09:28 PM Our organization is in New York State. It is a not-for-profit organization (Historical Society). In New York State, land of 100,001 laws and regulations, Historical Societies, Museums, and Libraries can only operate legally if approved by the New York State Education Department. That approval is in the form of a Charter (either provisional or absolute). Within the last few weeks I learned our organization must abide by other regulations. In NYS, not-for-profit organizations have to abide by "Not-for-profit Corporation" regulations. These regulations dictate many things, such as quorums, whistleblower requirements, conflict of interest policies, mergers, consolidations, finances, and many other details. Many of the regulations allow the organization's By-Laws to supersede the state regulations. As it happens, I used to be involved with a local historical society whose provisional charter, granted in 1991, was made "absolute" in 2000. Unless you're an attorney or a tax accountant (I'm neither), I would caution against interpreting the applicable laws based on a cursory reading of a few web pages. You might want to contact historical societies near you. There's no need to reinvent the wheel. Quote Link to comment Share on other sites More sharing options...
DavidWC Posted August 1, 2015 at 01:45 AM Author Report Share Posted August 1, 2015 at 01:45 AM I don't see it there. I'm in Brooklyn, maybe that hurts. (It often hurts.) Nancy N. Oops, sorry. The way the website is encoded, the URL for the individual page is not available.When you open the URL, there is a toolbar near the top of the webpage. Click on "LAWS" in the toolbar, then click on "Laws of New York". On the new page that opens (It will say "Consolidated Laws" near the top of the page), scroll down and click on "NPC". To the right of NPC it will say "Not-For-Profit Corporation" http://public.leginfo.state.ny.us/lawssrch.cgi?NVLWO Quote Link to comment Share on other sites More sharing options...
DanielEHayes Posted August 1, 2015 at 01:23 PM Report Share Posted August 1, 2015 at 01:23 PM Wow! Lots of responses! The day after I posted my question I had some medical problems that kept me away from the computer. I'll read the responses in depth this weekend and will try to respond (if needed). Our organization is in New York State. It is a not-for-profit organization (Historical Society). In New York State, land of 100,001 laws and regulations, Historical Societies, Museums, and Libraries can only operate legally if approved by the New York State Education Department. That approval is in the form of a Charter (either provisional or absolute). Within the last few weeks I learned our organization must abide by other regulations. In NYS, not-for-profit organizations have to abide by "Not-for-profit Corporation" regulations. These regulations dictate many things, such as quorums, whistleblower requirements, conflict of interest policies, mergers, consolidations, finances, and many other details. Many of the regulations allow the organization's By-Laws to supersede the state regulations. The page with information on these regulations can be found at: http://public.leginfo.state.ny.us/lawssrch.cgi?NVLWO:(On the page, scroll down to "NPC Not-For-Profit Corporation") FYI... On the page with the Not-For-Profit Corporation regulations, "Article 1, Section 102. Definitions" states the following:(6-a) "Entire board" means the total number of directors entitled to vote which the corporation would have if there were no vacancies. If the by-laws of the corporation provide that the board shall consist of a fixed number of directors, then the "entire board" shall consist of that number of directors. If the by-laws of any corporation provide that the board may consist of a range between a minimum and maximum number of directors, then the "entire board" shall consist of the number of directors within such range that were elected as of the most recently held election of directors. Since we are Chartered by the NYS Education Department (explained in the 2nd paragraph of this post), we have to abide by other regulations within the State Education Department. Whew... David SO do your bylaws set a fixed number for the board or a range between a minimum and maximum number of directors, then the "entire board" shall consist of the number of directors within such range that were elected as of the most recently held election of directors.Either way...I am seeing some SHALL up in there... Not SHOULD consist of X number of members....SHALL.. SHALL means Must. SO I think that sort of fits in line with what Fisherman Honeman was showing about the General's intent. You guys need to fill the Vacancies. NOT having filled those does not excuse you from the Quorum requirement and may leave you negligant in your duties by ignoring some SHALL's I see there..but I ain't a Loiya and so other than that..I am running away.. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted August 1, 2015 at 06:14 PM Report Share Posted August 1, 2015 at 06:14 PM FYI... On the page with the Not-For-Profit Corporation regulations, "Article 1, Section 102. Definitions" states the following:(6-a) "Entire board" means the total number of directors entitled to vote which the corporation would have if there were no vacancies. If the by-laws of the corporation provide that the board shall consist of a fixed number of directors, then the "entire board" shall consist of that number of directors. If the by-laws of any corporation provide that the board may consist of a range between a minimum and maximum number of directors, then the "entire board" shall consist of the number of directors within such range that were elected as of the most recently held election of directors. Since we are Chartered by the NYS Education Department (explained in the 2nd paragraph of this post), we have to abide by other regulations within the State Education Department. If a procedural rule in applicable law provides that the quorum is based on the fixed membership of the board rather than the current membership of the board (and I make no attempt to determine if the law in question does in fact provide that), then it is certainly correct that the board's quorum is six, regardless of how many vacancies the board has. Quote Link to comment Share on other sites More sharing options...
Shmuel Gerber Posted August 2, 2015 at 03:59 AM Report Share Posted August 2, 2015 at 03:59 AM ....Within the last few weeks I learned our organization must abide by other regulations. In NYS, not-for-profit organizations have to abide by "Not-for-profit Corporation" regulations. These regulations dictate many things, such as quorums, whistleblower requirements, conflict of interest policies, mergers, consolidations, finances, and many other details. Many of the regulations allow the organization's By-Laws to supersede the state regulations. The page with information on these regulations can be found at: http://public.leginfo.state.ny.us/lawssrch.cgi?NVLWO:(On the page, scroll down to "NPC Not-For-Profit Corporation") FYI... On the page with the Not-For-Profit Corporation regulations, "Article 1, Section 102. Definitions" states the following:(6-a) "Entire board" means the total number of directors entitled to vote which the corporation would have if there were no vacancies. If the by-laws of the corporation provide that the board shall consist of a fixed number of directors, then the "entire board" shall consist of that number of directors. If the by-laws of any corporation provide that the board may consist of a range between a minimum and maximum number of directors, then the "entire board" shall consist of the number of directors within such range that were elected as of the most recently held election of directors..... We can't interpret statutes here on the RONR forum, but a definition of "entire board" doesn't tell you anything by itself. It must be read in combination with some other provision (such as a quorum requirement) that actually uses that term.Since you are interested in filling vacancies in the board of directors, I suggest that you look for a relevant statutory provision regarding the filling of vacancies in the board of directors. Quote Link to comment Share on other sites More sharing options...
Guest Annieaa Posted February 11, 2020 at 04:23 AM Report Share Posted February 11, 2020 at 04:23 AM What was the final decision? If a board is unable to fill vacancies in a timely manner due to restrictions (qualified/ eligible volunteers), would the remaining board members be unable to form a quorum? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted February 11, 2020 at 02:49 PM Report Share Posted February 11, 2020 at 02:49 PM (edited) 10 hours ago, Guest Annieaa said: What was the final decision? If a board is unable to fill vacancies in a timely manner due to restrictions (qualified/ eligible volunteers), would the remaining board members be unable to form a quorum? While there is some disagreement on the precise rules on this matter, it certainly seems clear that the answer depends on the facts of a particular case. Please post your question as a new topic, and please specify the following details when you do: What (if anything) the bylaws say regarding the board’s quorum. What (if anything) the bylaws say regarding filling vacancies. What the bylaws say regarding the number of members on the board. How many members the board presently has. The specific events which led to the board having the present number of members. If the events which led to the board having the present number of members is due, in whole or in part, to resignations, whether those resignations have been accepted. What actions, if any, have been taken to attempt to fill the vacancies. Edited February 11, 2020 at 02:49 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
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