phildee Posted December 8, 2010 at 11:16 PM Report Share Posted December 8, 2010 at 11:16 PM Constitution states board has min. 5, max. 8 elected members. Was at 6, but 2 resigned. Board meets monthly. Provision exists in the bylaws to appoint successors until next AGM. AGM is in 3 months. Question to me - can board operate with 4 members until AGM? In my opinion, first item of business at the Board's next regularly scheduled meeting is to appoint successors. But if Board does not appoint successors, is the status of the board in question i.e. if decisions are made, is that ok? As a regular poster in this forum has posed as a test for a variety of issues, ask the question "why not?". So, why not work with a smaller board until the AGM? Maybe the answer is in the wording of the bylaws - "...provision is made for the remaining members of the board to appoint a successor until the next annual meeting." So would that mean the board can carry on with fewer members because bylaws don't say the board MUST appoint a successor?Flippin' and floppin'!!Phil Link to comment Share on other sites More sharing options...
hmtcastle Posted December 8, 2010 at 11:23 PM Report Share Posted December 8, 2010 at 11:23 PM can board operate with 4 members until AGM? In my opinion, first item of business at the Board's next regularly scheduled meeting is to appoint successors.Mid-term vacancies occur all the time and, as long as a quorum can be obtained, would not bring the business of the board to a grinding halt. But the board has an obligation to fill those vacancies as soon as possible.Whether there is one vacancy or two is another question. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted December 9, 2010 at 03:20 AM Report Share Posted December 9, 2010 at 03:20 AM Constitution states board has min. 5, max. 8 elected members. Was at 6, but 2 resigned.... So would that mean the board can carry on with fewer members because bylaws don't say the board MUST appoint a successor?Well, if it does not say that the board MUST appoint a successor, it apparently does say that the board will have a minimum of 5 members. I'm not a math whiz, but I think 6 - 2 < 5. Link to comment Share on other sites More sharing options...
Josh Martin Posted December 9, 2010 at 04:42 AM Report Share Posted December 9, 2010 at 04:42 AM Well, if it does not say that the board MUST appoint a successor, it apparently does say that the board will have a minimum of 5 members. I'm not a math whiz, but I think 6 - 2 < 5.Yes, but that doesn't mean the board can't carry on with fewer members, although I agree the board should not intentionally "stall" for a long period of time.It seems clear that the board can continue with its current complement of members until the vacancies are filled*, but I would suggest that the vacancies be filled as soon as possible unless the annual meeting is very soon.* Unless, of course, the quorum is defined based on proportion of the fixed membership, or a fixed number, etc. Link to comment Share on other sites More sharing options...
Kim Goldsworthy Posted December 9, 2010 at 07:19 AM Report Share Posted December 9, 2010 at 07:19 AM Can board operate with 4 members until AGM? ...Flippin' and floppin'!!Don't "flip and flop". -- It is unbecoming. There are two answers:• Yes, if a quorum is still achievable.• No, if a quorum is not achievable.Q. What is the quorum for this body? Link to comment Share on other sites More sharing options...
David A Foulkes Posted December 9, 2010 at 01:02 PM Report Share Posted December 9, 2010 at 01:02 PM Constitution states board has min. 5, max. 8 elected members. Was at 6, but 2 resigned. Resignations are requests to be excused from duty, and must be accepted to become effective. So, if they have not been accepted, the two members are still on the board until then. Depending on your quorum requirements -- that is, if you need at least five members for a quorum -- then one approach would be to accept one resignation and immediately fill the vacancy by appointment. Then do the same with the second resignation. Key would be making sure you can always meet your quorum requirement, as has been noted previously here. Link to comment Share on other sites More sharing options...
phildee Posted December 9, 2010 at 08:30 PM Author Report Share Posted December 9, 2010 at 08:30 PM Don't "flip and flop". -- It is unbecoming. There are two answers:• Yes, if a quorum is still achievable.• No, if a quorum is not achievable.Q. What is the quorum for this body?Thanx everyone for your contributions and assistance. Quorum is majority present in the meeting. Link to comment Share on other sites More sharing options...
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