Quorum, Board, General, Bylaws,

[Josh Martin]

2 hours ago, Lawanna said:

Question, Can (B Bylaw) supersede (A Bylaw- we only have 3 Board members out of 7) when accepting resignations and appointing new board members? 

A Bylaw) Executive Board- A quorum of five (5) board members must be present for voting. 

B Bylaw) Election of Officers: Should an elected Officer of the Executive Board, other than the President resign or vacate his/her position during the time for which he/she was elected, the Executive Board will appoint a member in good standing for the remaining elected period.  Should the office of President be vacated, the Vice President will assume the duties of President,  irregardless of time served on the board. 

If two rules in the bylaws are in conflict, then it will be necessary to resolve that conflict in some manner. Other than that, no.

I concur with Mr. Honemann, however, that the two quoted provisions are not in conflict and can be read in perfect harmony with each other. The board may fill vacancies, provided that a quorum is present. Just like all of the board’s other business.

1 hour ago, Shmuel Gerber said:

I don't agree with it, but I think the idea might be that the provision about the Executive Board board appointing replacement officers doesn't mention anything about a quorum being necessary to do so. Especially if they do it without voting. 

I concur that this is what the attorney appears to be suggesting, and I also concur that this opinion is not supported by the facts presented so far.