J. J. Posted August 1, 2022 at 01:22 PM Report Share Posted August 1, 2022 at 01:22 PM A society meets annually in May. It elects a board which, in turn, elects a president, secretary, and treasurer from its membership. Only the assembly can amend the bylaws, with notice. The board has general supervision of the society between meetings or the assembly, but it has the sole authority set the day within May, and the time and place of any meeting of the society; there is no provision for special meetings of assembly. It also has the sole authority to fill vacancies on the board. The board meets once a month on a day fixed by the bylaws. It has 9 members and the bylaws say "A quorum of the board shall be six members." The bylaws specifically require all members to be physically present. In late June, the board suffers 5 vacancies, 4 resignations and a death, all of which occurred after the meeting. The members that have resigned cannot attend any future board meetings. The four members that can attend the July meeting accept the resignation of the four members, noting that will be subject to ratification. The four members then send notice to all surviving members, that they will fill the vacancies at the August meeting. At the August meeting, they fill the vacancies and then ratify the resignations. The board gives notice that it will ratify the filling of vacancies. It fills them at the September meeting. What are the problems with doing this under RONR 12th ed, and would it be be different under the 1915 edition? If so, why? Quote Link to comment Share on other sites More sharing options...
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