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voting for board members vs. transaction of business


Guest mike stellato

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Our By-Laws state that a quorum is required for "The Transaction of Business. My question is . Is a quorum required when voting at the election of members to the Board of Directors. We recently had a meeting for the election of two board members who's terms had expired. And there were only two people nominated. The present BOD. stated that we did not have a quorum, and therefore they appointed the two that were nominated to the Board of Directors. Our BY-Laws state that appointments can be made only when members resign.

My belief is that a voting for BOD members does not come under "Transaction of Business". If it did ,it is quite possible that you might never have a quorum and the present board if they chose could remain indefinitely.

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Your bylaws are correct, a quorum is required for ALL business, including elections. The quorum is based on what group is meeting---only Board members count if this is a Board meeting, while all regular members count if this is a general membership meeting. But either way, without a quorum it's not a legitimate meeting, and any action taken is null and void.

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Our By-Laws state that a quorum is required for "The Transaction of Business. My question is . Is a quorum required when voting at the election of members to the Board of Directors. We recently had a meeting for the election of two board members who's terms had expired. And there were only two people nominated. The present BOD. stated that we did not have a quorum, and therefore they appointed the two that were nominated to the Board of Directors. Our BY-Laws state that appointments can be made only when members resign.

My belief is that a voting for BOD members does not come under "Transaction of Business". If it did ,it is quite possible that you might never have a quorum and the present board if they chose could remain indefinitely.

I assume this (i.e. the meeting at which the election was supposed to take place) was a meeting of the general membership?

It is true that you need quorum to conduct an election. An election is indeed transaction of business, and important business at that. If you didn't have quorum, you have an incomplete election.

As for the board of directors stating or doing anything at this meeting --

1) There is no board at a general membership meeting; although individual board members may be there (assuming they are also general members of the organization), 'the board' is not present, and has no authority to do anything as 'the board'. The board shouldn't be running a general membership meeting, and has no authority to make decisions at a general membership meeting.

2) Vacancy-filling provisions in the bylaws (e.g. the language about appointments being made if someone resigns) do NOT come into play when you have an incomplete election -- whoever had the job of electing those board members still has to do that job -- it does not automatically fall into the hands of the board just because the membership had an inquorate meeting.

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To the original poster:

If a quorum is not present at the time the meeting is called to order, per RONR there are a very limited number of actions that can be taken. The assembly can Fix The Time to Adjourn To (optional, to create an adjourned meeting), Adjourn (pretty much required eventually), Recess (and wait a reasonable time for a quorum to appear), and take steps to achieve a quorum (call members, etc). See RONR (10th Ed.) pages 336-337 for details.

Anything else is not allowed.

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