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quorum - board members vs membership


Golfer

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A member called a special meeting of membership to vote on changes to bylaws.   Bylaws require 20% attendance of membership which was met but the board of directors require 5 for a quorum and only 4 attended.    Bylaws state "QUORUM - Those members in good standing attending and voting at the annual meeting shall constitute a quorum.  Special meetings require no less than 20% of current General or designated company members to constitute a quorum.  "  Then, under Board Meetings it says "The regular meeting of the board of directors shall be held on the third Tuesday of each month at the clubhouse.  Other meetings of the board shall be held when called by the president or any 4 board members.  All board members shall be notified by the president prior to such meetings.  Notification of such meeting shall be mailed or emailed to the membership and posted on the official bulletin board in the clubhouse at least 5 days prior to the meeting.  There shall be at least 5 board members present to transact business."   Which statement rules?

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2 hours ago, Golfer said:

A member called a special meeting of membership to vote on changes to bylaws.  

Bylaws require 20% attendance of membership, which was met.

***

But the board of directors require 5 for a quorum and only 4 attended.

***

Bylaws state

"QUORUM - Those members in good standing attending and voting at the annual meeting shall constitute a quorum

Special meetings require no less than 20% of current General or designated company members to constitute a quorum."

***

Then, under Board Meetings it says

"The regular meeting of the board of directors shall be held on the third Tuesday of each month at the clubhouse. 

Other meetings of the board shall be held when called by the president or any 4 board members. 

All board members shall be notified by the president prior to such meetings. 

Notification of such meeting shall be mailed or emailed to the membership and posted on the official bulletin board in the clubhouse at least 5 days prior to the meeting.

There shall be at least 5 board members present to transact business."  

***

Q. Which statement rules?

All statements "rule".

There is no conflict within your cited rules.

Q. Where do YOU see a conflict?

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On 1/31/2017 at 11:30 AM, Golfer said:

A member called a special meeting of membership to vote on changes to bylaws.   Bylaws require 20% attendance of membership which was met but the board of directors require 5 for a quorum and only 4 attended.    Bylaws state "QUORUM - Those members in good standing attending and voting at the annual meeting shall constitute a quorum.  Special meetings require no less than 20% of current General or designated company members to constitute a quorum.  "  Then, under Board Meetings it says "The regular meeting of the board of directors shall be held on the third Tuesday of each month at the clubhouse.  Other meetings of the board shall be held when called by the president or any 4 board members.  All board members shall be notified by the president prior to such meetings.  Notification of such meeting shall be mailed or emailed to the membership and posted on the official bulletin board in the clubhouse at least 5 days prior to the meeting.  There shall be at least 5 board members present to transact business."   Which statement rules?

A meeting of the membership is not a meeting of the board.  Board members may attend membership meetings as members, if they are members, but not as "board members", since the board is not in session.

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