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Carolyn McAleese

Executive Board Vacancies

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our Club elects a 4 person Executive Board. we are in the middle of the 2 year term. 2 Executive Board members have resigned. (VP & Secretary). Are we still able to hold meetings & conduct business with only 2 Executive Board members? our by-laws do not currently address this. 

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47 minutes ago, Carolyn McAleese said:

our Club elects a 4 person Executive Board. we are in the middle of the 2 year term. 2 Executive Board members have resigned. (VP & Secretary). Are we still able to hold meetings & conduct business with only 2 Executive Board members? our by-laws do not currently address this. 

If the bylaws are silent, then the quorum for a meeting is a majority of the members (not vacant seats).  So if you have only two members left, both of them must attend a meeting to achieve a quorum.

But you should not allow these seats to remain vacant.  Do your bylaws provide that the board can fill these vacancies, or at least giving the board general authority over the business of the club between membership meetings?  If so, the two remaining members can appoint people to fill these for the remaining year of the term, so long as both agree.

But be careful to see that you don't appoint two people at once unless they are both waiting in the hall. If you appoint one new member you still have a quorum, but if you appoint two, you lost your quorum, until one more shows up.

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8 minutes ago, Gary Novosielski said:

But be careful to see that you don't appoint two people at once unless they are both waiting in the hall. If you appoint one new member you still have a quorum, but if you appoint two, you lost your quorum, until one more shows up.

An interesting nuance that I suspect might frequently be overlooked.

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6 hours ago, Carolyn McAleese said:

our Club elects a 4 person Executive Board. we are in the middle of the 2 year term. 2 Executive Board members have resigned. (VP & Secretary). Are we still able to hold meetings & conduct business with only 2 Executive Board members? our by-laws do not currently address this. 

Have the resignations been accepted?

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19 minutes ago, Guest No quorum said:

But now there's no quorum to accept the resignations. 

How can we get the board function again?

For starters, what exactly do your bylaws say regarding a quorum and regarding filling vacancies? If the bylaws are silent regarding filling vacancies, do the bylaws grant the board "full power and authority" to act for the club between meetings of the club's membership?

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On 9/16/2020 at 10:25 AM, Josh Martin said:

For starters, what exactly do your bylaws say regarding a quorum and regarding filling vacancies? If the bylaws are silent regarding filling vacancies, do the bylaws grant the board "full power and authority" to act for the club between meetings of the club's membership?

I wish you better luck getting those answers than I had in the first reply.

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