Guest Sherry Posted March 1, 2018 at 12:19 PM Report Share Posted March 1, 2018 at 12:19 PM We have a board that is a private charity. The bylaws state there can be up to nine members on the board. Five would be a quorum. At this point in time there's only two members "officially "on the board . I was voted onto the board but only as an associate member which would bring the board up to three. The president of the board passed away so a vice president became president . My question is an associate member allowed to vote? The president of the board does not want any more members on it so he will not vote to allow any members on. He is not coming to a meeting to avoid allowing new nominees to be voted onto the board if I could vote that would be two votes to allow 3 new members and we would then have a quorum Quote Link to comment Share on other sites More sharing options...
jstackpo Posted March 1, 2018 at 12:44 PM Report Share Posted March 1, 2018 at 12:44 PM Whether you, as an "Associate Member" can vote is a question that can only be answered by your bylaws. The bylaws is the place where classes of membership are defined and the bylaws should specify the rights and privileges pertaining to those classes. Another problem you should think about: you say that the quorum is five, but there are only two or three members on the board. With no quorum at meetings, you cannot do any business at all, and "business" includes filling vacant positions on the board. What is going on? Please quote -- exact words -- how a quorum is defined in your bylaws. And finally, your president trying to block new board members is suspicious, to say the least, particularly since your organization, presumably, has money to spread around. Where is it being spread to? Can the president write checks on the charity's account? Quote Link to comment Share on other sites More sharing options...
Guest Sherry Posted March 1, 2018 at 12:59 PM Report Share Posted March 1, 2018 at 12:59 PM There is nothing in the by laws about if associate member can vote. There is nothing in by laws about what constitutes a quorum. It does state the board is allowed to have up to nine members so I figured a majority would be five . The president can authorize expenditures up to $2000 any other than that has to be approved by the board but then there's only two members on the board . If if I as an associate member cannot vote and there's only two members on the board and one votes for a new member and one votes against of course the President can break the tie Quote Link to comment Share on other sites More sharing options...
Guest Sherry Posted March 1, 2018 at 01:12 PM Report Share Posted March 1, 2018 at 01:12 PM Sorry I looked closer at by laws. It states a majority of the board members shall constitute a quorum at any meeting for the purpose of trans acting business and the act of a majority of the board members present at any meeting at which there is a quorum shall be the act of the board . So if there are only two official members on the board and one member is not there how can any business get done . I was voted onto the board but as an associate member so am I part of the quorum? Quote Link to comment Share on other sites More sharing options...
Guest Sherry Posted March 1, 2018 at 01:16 PM Report Share Posted March 1, 2018 at 01:16 PM OK so I did look closer at the bylaws and the majority of the board members shall constitute a quorum at any meeting for the purpose of trans acting business. Well if there's only two members on the board how will you ever get a majority? I was voted onto the board but as an associate member am I part of the quorum Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted March 1, 2018 at 01:20 PM Report Share Posted March 1, 2018 at 01:20 PM Do your bylaws provide having associate members? Quote Link to comment Share on other sites More sharing options...
Guest Sherry Posted March 1, 2018 at 01:28 PM Report Share Posted March 1, 2018 at 01:28 PM There is nothing in by laws about associate members Quote Link to comment Share on other sites More sharing options...
Guest Sherry Posted March 1, 2018 at 01:33 PM Report Share Posted March 1, 2018 at 01:33 PM The bylaws state the board shall make appointments by the board of directors and officers when a slot on the board becomes available the board shall make appointment any boardmember may nominate a person interested in being on the board who can serve a minimum of two years in any one position. The acting president made me an associate member so that I have no power and can make no decisions. There is nothing in the bylaws about associate members, he says I won't become official until he files the annual report with the state of Florida. He keeps threatening that I have no power to make decisions and that basically I need to behave myself or he won't file my name as a member Quote Link to comment Share on other sites More sharing options...
jstackpo Posted March 1, 2018 at 02:09 PM Report Share Posted March 1, 2018 at 02:09 PM Since there is no mention of "Associate Member" in your bylaws, that position does not exist. Whether you are an (actual) board member is something we can't tell from here. It might depend on the motion appointing you to the board. Check the minutes of the meeting where the appointment motion was adopted. Quorum question: If the bylaws say that the quorum, the number of members who have to be present, is a majority of the members, and you currently have (near as I can tell) TWO members (the president and that other unnamed person) then the quorum is TWO - "more than half". It doesn't matter how many members the board may have, it is the number of living breathing members who count in the calculation of the quorum. If it turns out that you are a full member of the board, making three in total, then the quorum is still two members, and the president staying away will not prevent business from being transacted. Check with a lawyer about the Florida law. We work with RONR only here. Sounds like your president has dictatorial tendencies. Quote Link to comment Share on other sites More sharing options...
Guest Sherry Posted March 1, 2018 at 02:23 PM Report Share Posted March 1, 2018 at 02:23 PM I'm checking into getting a copy of the minutes where it says I was voted onto the board. However, I did receive an email from the president of the board saying I was voted onto the board with it becoming official when they file the annual report in April. It also states that I will serve as an associate member until that time. I really appreciate you taking the time to try to help me. This is all new to me and alI I want to do is to get onto the board to help with the shelter that we serve. Quote Link to comment Share on other sites More sharing options...
jstackpo Posted March 1, 2018 at 03:08 PM Report Share Posted March 1, 2018 at 03:08 PM Ask your president where he gets the "Associate Member" business. Also, is it Florida law -- seems strange, but what do I know -- all of Florida is strange these days -- that your appointment is contingent on an annual report? Here's some homework to get you up to speed: RONRIB: "Roberts Rules of Order Newly Revised In Brief", Updated Second Edition (Da Capo Press, Perseus Books Group, 2011). It is a splendid summary of all the rules you will ever need in all but the most exceptional situations. And only $7.50! You can read it in an evening. Get both RONRIB and RONR (scroll down) at this link: http://www.robertsrules.com/inbrief.html Or in your local bookstore. Quote Link to comment Share on other sites More sharing options...
Guest Sherry Posted March 1, 2018 at 03:34 PM Report Share Posted March 1, 2018 at 03:34 PM I want to thank you so much for your help! I don't know for a fact that becoming an official board member is contingent upon the annual report. I believe this is his doing and another way to control would be board members. I will have to look into this. And we may have to end up consulting a lawyer because this man is doing all he can to prevent the board from moving forward . Again thank you Quote Link to comment Share on other sites More sharing options...
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