JohnR3 Posted January 30, 2019 at 07:17 PM Report Share Posted January 30, 2019 at 07:17 PM Not enough board members for quorum - below are our bylaws pertaining the the issue. We had some officers resign because they moved away and lost interest. Out of the possible 5 board members we only have 2 - President and VP. - Can the two board members hold a board meeting and appoint new officers even though they do not have a quorum ... and how does one rectify if they can not appoint new officers. Anything in RONR for quidance? ------ 1. The Board of Directors (“Board”) of the organization shall be composed of the officers and the immediate past president. 2. A majority of the members of the Board shall constitute a quorum for the transaction of business at the Board meeting. 3. A vacancy in an office shall be filled by appointment by the Board of Directors. Officers appointed to fill vacancies shall assume office at the time of appointment and shall hold office until the next regular installation of officers. All officers are expected to attend all meetings possible. The officers are President VP, Treasurer, Secretary Quote Link to comment Share on other sites More sharing options...
Hieu H. Huynh Posted January 30, 2019 at 07:21 PM Report Share Posted January 30, 2019 at 07:21 PM Ultimately it is up to your organization to interpret your bylaws. It may be the case that you do have a quorum. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted January 30, 2019 at 07:52 PM Report Share Posted January 30, 2019 at 07:52 PM How many living, breathing members does your board have right now? What happened to the other board members? Have they resigned? Have their resignations been accepted? As Mr. Huynh said, you might have a quorum after all. Quote Link to comment Share on other sites More sharing options...
JohnR3 Posted January 30, 2019 at 09:14 PM Author Report Share Posted January 30, 2019 at 09:14 PM There are 2 living breathing board members ... I guess we have neither accepted or denied the resignations but lets proceed with the idea they have been accepted. Quote Link to comment Share on other sites More sharing options...
Atul Kapur Posted January 30, 2019 at 09:15 PM Report Share Posted January 30, 2019 at 09:15 PM 1 hour ago, JohnR3 said: Out of the possible 5 board members we only have 2 To make explicit what Mr. Brown and Mr. Huynh are saying: as you say, you have five possible board members. At the moment it sounds like you have 2 actual board members. If your definition of Quorum is a majority of the members, then a majority of 2 is 2. Quote Link to comment Share on other sites More sharing options...
JohnR3 Posted January 30, 2019 at 09:38 PM Author Report Share Posted January 30, 2019 at 09:38 PM Thanks for the explicit explanation. ... I needed that. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted January 30, 2019 at 11:07 PM Report Share Posted January 30, 2019 at 11:07 PM 1 hour ago, JohnR3 said: There are 2 living breathing board members ... I guess we have neither accepted or denied the resignations but lets proceed with the idea they have been accepted. Let’s not. The resignations have only been accepted if they have been accepted. 1 hour ago, Atul Kapur said: To make explicit what Mr. Brown and Mr. Huynh are saying: as you say, you have five possible board members. At the moment it sounds like you have 2 actual board members. If your definition of Quorum is a majority of the members, then a majority of 2 is 2. Yes, but that is if the resignations have been accepted. It seems that they have not yet been accepted, in which event the board has five board members, but three are not showing up to meetings. The remaining board members may need to beg/bribe one of the board members to show up for one more meeting, for the purpose of accepting the resignations. Quote Link to comment Share on other sites More sharing options...
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