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Vacancy when trying to achieve a quorum


DavidWC

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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
 

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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.

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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

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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..

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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.

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....

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.

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  • 4 years later...
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 by Josh Martin
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