Board Approval

[Guest Larry S]

A member of the Board recently resigned. Our Constitution says that the Board Chair can appoint, with approval of the Broad, another person to full that spot until an election is held. Can this "approval" be done by email or does there need to be an in person, phone, or Zoom meeting to make a motion, a second, and a vote?

[Rob Elsman]

The board's approval needs to occur in a properly held business meeting. Unless the governing documents authorize meetings using electronic communication, the members need to meet in one room or area.

[Gary Novosielski]

If the Chair alone were given the power to appoint, that could be done outside of a meeting, and reported to the board at its next meeting,  but "with the approval of the Board" means that the appointment has to be ratified at a board meeting by a majority vote.

It may also be necessary to accept the resignation at the meeting if that hasn't yet been done.