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Post by leokeeler on Nov 19, 2015 21:42:45 GMT
The Board sent all members the following recommended change. New text is in BOLD, deleted text is in strikethrough .
GovDocCmte notes: Article VI, Section E is changed to expand the meetings at which Board vacancies can be dealt with. Currently we have a Special Meeting to handle Board appointments on the same evening as a regular board meeting, thus having two meetings and meeting minutes instead of just one.
Bylaw Article VI Section E. Vacancies. Vacancies in the Board of Directors between Annual Meetings, caused by any reason, shall be filled by a vote of a majority of the remaining members of the Board at a Special Meeting of the Board held for that purpose or at a regular Board meeting, even though the members present at such meeting may constitute less than a quorum. Each person so elected shall be a member of the Board of Directors for the remainder of the term of the member whose term he is filling and until his successor shall be elected and shall qualify.
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Post by leokeeler on Nov 19, 2015 21:46:29 GMT
I see this change as a benefit because in the past the Board has held a "SPECIAL" meeting for the purpose of filling a vacancy immediately before going into a regular meeting. Though I have concerns on other aspects of filling Board vacancies, I see this as just correcting a procedural problem. Am I missing something that should be discussed here??
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Deleted
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Post by Deleted on Nov 22, 2015 0:24:05 GMT
I question the phrase "even though the members present at such meeting may constitute less than a quorum." Does this mean that any number of directors can appoint without a quorum? Seems prudent to require that at least a specific number of directors are needed, say 7 out of 12 directors. Otherwise too much power is placed in the hands of a minority.
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Post by leokeeler on Nov 22, 2015 19:03:27 GMT
Yes Chris. I think you are correct that this statement authorizes less than a quorum of the Board to fill a vacancy. But there is a big problem that no one caught as they developed this change.
Article VI (H) QUORUM reads " A quorum of the Directors at any meeting shall consist of a majority of the Directors in office immediately before the beginning of a meeting and may never be fewer than three (3). The act of a majority of such a quorum of the Directors present shall be the act of the Board of Directors. In the absence of a quorum, the majority of the Directors present may adjourn any meeting from time to time until a quorum is present. ......The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting as long as no fewer than the greater of one-third of the entire Board or three (3) of the Directors are present."
Article VI (F) Directors' Meeting "Meetings of the Board may be called at any time by the President or a quorum of Directors and may be held at any time and place upon the giving of reasonable notice."
I believe Items H and F combine to require 7 of the 12, or 6 of the 11 (assuming one vacancy) to be a quorum necessary to START ANY MEETING, even if called by the President rather than a quorum of the Board.
But I have a problem with the possibility of beginning a meeting with a quorum and it continuing if all but three Directors leave, or are cut off the phone or electronic means of participating. I would change (H) to state "The Directors present at a duly called and held Board meeting at which a quorum is initially present SHALL ADJOURN IF ATTENDANCE DROPS BELOW A QUORUM.
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Post by leokeeler on Feb 1, 2016 20:37:16 GMT
Here is what I think is a better change.
Article VI (E) Vacancies
Purpose of Change: Insure that Members ultimately elect Directors to serve them, not the Board. This will reduce the appearance of the Board promoting electable Members that serve as placeholders, only to resign shortly after taking office and thus enabling the Board itself to elect Directors willing to cooperate with them.
Article VI (E) Vacancies Vacancies in the Board of Directors between Annual Meetings, caused by any reason, shall be filled by a vote of a majority of the remaining members of the Board at the next scheduled Board meeting held before the Membership. a Special Meeting of the Board held for that purpose, even though the members present at such meeting may constitute less than a quorum. Each person so elected shall be a member of the Board of Directors for the remainder of the term of the member whose term he is filling. until the next Annual Meeting and until his successor shall be elected and shall qualify.
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