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Trustees bycotting debying the quorum in Religious nonprofit organization


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Our nonprofit religious organization has a 16 trustee board. After the annual election of four trustees to replace the retiring trustee, the bylaws require election of the executive committee members for the year 2020.

The outgoing president called for the meeting as required by the C & B. The required quorum is majority of the trustees which is 9. It is a divided board with 8 trustees on one side the other 8 on the opposite side.

The president has the tiebreaking authority as per the C & B. The president called for the meeting. Only 8 trustees attended and passed a resolution to approve the 6 member executive committee. However there were only 8 voting trustees and the president who can only tie break in case of tie.

The president called for meetings for three times and the opposite 8 trustees are boycotting and thereby in breach of fiduciary duty. They are demanding the their group can be given majority positions in EC. However, they have only 8 votes. The president is not in favor of tie breaking for them

The C & B do state that until successor officers are elected, the present EC continues. However, the outgoing president will be past president only. Other than this recourse, are there any options?

 

Threeusular

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15 minutes ago, threesular said:

Our nonprofit religious organization has a 16 trustee board. After the annual election of four trustees to replace the retiring trustee, the bylaws require election of the executive committee members for the year 2020.

The outgoing president called for the meeting as required by the C & B. The required quorum is majority of the trustees which is 9. It is a divided board with 8 trustees on one side the other 8 on the opposite side.

The president has the tiebreaking authority as per the C & B. The president called for the meeting. Only 8 trustees attended and passed a resolution to approve the 6 member executive committee. However there were only 8 voting trustees and the president who can only tie break in case of tie.

The president called for meetings for three times and the opposite 8 trustees are boycotting and thereby in breach of fiduciary duty. They are demanding the their group can be given majority positions in EC. However, they have only 8 votes. The president is not in favor of tie breaking for them

The C & B do state that until successor officers are elected, the present EC continues. However, the outgoing president will be past president only. Other than this recourse, are there any options?

 

Threeusular

Some of your options probably depend on various provisions in your bylaws, including provisions for removal of directors and whether the general membership can take action in lieu of the board.

Among your options are for those board members who show up for a properly called and noticed board meeting, even if less than a quorum, to nonetheless take the action they deem necessary in the hopes that the board will later ratify those actions at a meeting at which a quorum is present.  Another option, depending on your bylaws, might be for the general membership to take action on the item.  A third option is to consider disciplinary action and/or removal from office for the recalcitrant board members who are refusing to show up for board meetings.  Discipline, including removal from office,  is covered in chapter XX of RONR.  You might start with FAQ No. 20 on main website:  https://www.robertsrules.com/faq.html#20

 

 

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How could 8 trustees have approved anything without a quorum?  It doesn't matter who is in favor of what unless you can get a quorum in the room.   Eight trustees could not have adopted such a resolution.  The chair should have ruled it out of order.

Do you have a general membership who elects the board?  If so, the membership could meet to impose discipline on those board members who are not performing their duties, i.e., showing up.

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1 hour ago, threesular said:

Our nonprofit religious organization has a 16 trustee board. After the annual election of four trustees to replace the retiring trustee, the bylaws require election of the executive committee members for the year 2020.

The outgoing president called for the meeting as required by the C & B. The required quorum is majority of the trustees which is 9. It is a divided board with 8 trustees on one side the other 8 on the opposite side.

The president has the tiebreaking authority as per the C & B. The president called for the meeting. Only 8 trustees attended and passed a resolution to approve the 6 member executive committee. However there were only 8 voting trustees and the president who can only tie break in case of tie.

I would like some additional clarity on how the President fits into all this. Do the bylaws provide that the President is a member of the Board of Trustees? If so, is he included (or not) in the 16 total members and in the 8 members who were present? Finally, what exactly do the bylaws say in regards to the President’s right to vote? Also, what exactly do the bylaws say regarding quorum?

1 hour ago, threesular said:

The president called for meetings for three times and the opposite 8 trustees are boycotting and thereby in breach of fiduciary duty. They are demanding the their group can be given majority positions in EC. However, they have only 8 votes. The president is not in favor of tie breaking for them

The part regarding the “breach of fiduciary duty” is a question for an attorney.

Setting aside the possibility of taking this to court, it seems to me that the board will need to learn how to compromise, or these matters will need to be reported to the general membership to resolve.

1 hour ago, threesular said:

The C & B do state that until successor officers are elected, the present EC continues. However, the outgoing president will be past president only. Other than this recourse, are there any options?

I am puzzled about this. I am unclear why, if the bylaws provide that “until successor officers are elected, the present EC continues,” the “outgoing president will be past president only.” What exactly do the bylaws say on this matter?

1 hour ago, Richard Brown said:

Among your options are for those board members who show up for a properly called and noticed board meeting, even if less than a quorum, to nonetheless take the action they deem necessary in the hopes that the board will later ratify those actions at a meeting at which a quorum is present.

I would suggest that this is an extremely risky and unwise course of action in the present circumstances.

1 hour ago, Gary Novosielski said:

How could 8 trustees have approved anything without a quorum?  It doesn't matter who is in favor of what unless you can get a quorum in the room.   Eight trustees could not have adopted such a resolution.  The chair should have ruled it out of order.

I think the unclear position of the President on the board makes it somewhat ambiguous whether a quorum was present.

If in fact a quorum was not present, however, I agree that the action taken was improper.

Edited by Josh Martin
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