wethington62728 Posted August 23, 2010 at 12:08 AM Report Share Posted August 23, 2010 at 12:08 AM I need advise with the following.Our club recently changed our bylaws that would allow 2 additional positons on our board.The two new positions would be filled by the new Board of directors, simultaneously appoint, or at its discretion cause to be elected.Our board have determined the two members to fill these added positions, but have not yet seated them officially on the board yet.One our board member keeps insisting that until we get these two members officially seated, we are not a quorm and can not make motions, or vote on any montions until the seats are filled.Please give your advice and page number for referenceThanksNuby Link to comment Share on other sites More sharing options...
hmtcastle Posted August 23, 2010 at 12:26 AM Report Share Posted August 23, 2010 at 12:26 AM One our board member keeps insisting that until we get these two members officially seated, we are not a quorum and can not make motions, or vote on any motions until the seats are filled.That board member is mistaken. The quorum is the minimum number of members who must be present in order to conduct any substantive business. It might be a percentage (e.g. a majority) or it might be a fixed number (e.g. five). In any case, vacancies don't count (and vacancies occur all the time). You only consider actual members, not potential members. Link to comment Share on other sites More sharing options...
wethington62728 Posted August 23, 2010 at 12:51 AM Author Report Share Posted August 23, 2010 at 12:51 AM That board member is mistaken. The quorum is the minimum number of members who must be present in order to conduct any substantive business. It might be a percentage (e.g. a majority) or it might be a fixed number (e.g. five). In any case, vacancies don't count (and vacancies occur all the time). You only consider actual members, not potential members.Thank you so much for your quick replyNuby Link to comment Share on other sites More sharing options...
Gary c Tesser Posted August 24, 2010 at 04:42 PM Report Share Posted August 24, 2010 at 04:42 PM Nuby said: "Our board have determined the two members to fill these added positions, but have not yet seated them officially on the board yet."Nuby, how did the board determine the two members to be seated? Do the bylaws require a ceremony? If not, are you sure that these two are not actually board members already? (Depending on what was actually done, RONR might say they have been board members since the moment of the board's determination.) Link to comment Share on other sites More sharing options...
wethington62728 Posted August 24, 2010 at 08:37 PM Author Report Share Posted August 24, 2010 at 08:37 PM Nuby said: "Our board have determined the two members to fill these added positions, but have not yet seated them officially on the board yet."Nuby, how did the board determine the two members to be seated? Do the bylaws require a ceremony? If not, are you sure that these two are not actually board members already? (Depending on what was actually done, RONR might say they have been board members since the moment of the board's determination.)Members were chosen by the immediate board members, official vote count has not been announced by the president, the two soon to be board members have not officially been asked if they will accept.Our by-laws were recently changed to add the two positions, either by overall election or named by immediate board members. thank you for your responseNuby Link to comment Share on other sites More sharing options...
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