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Post by leokeeler on Nov 22, 2015 14:16:30 GMT -7
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 22, 2015 14:20:20 GMT -7
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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Comment from glamemberforu
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Post by Comment from glamemberforu on Nov 22, 2015 14:22:37 GMT -7
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 14:23:36 GMT -7
Yes, 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 Mar 6, 2016 10:35:41 GMT -7
Changing for the stated purpose stated is OK, i.e. filling a vacancy.
However, if this section is to be amended, it should also deal with allowing Board appointed Directors to serve up to 1 year, 11 months before Landowners decide who should represent them. At times in the past there have been 4 Directors elected by other Directors (friends) rather than Landowners they should be representing and held accountable to.
The Board appointing Directors of their choosing has already created a lot of distrust in Board actions by assuring new Directors has the same mindset and life objectives as the majority of the Board rather than that of the Members. Said more simply, a Board consisting primarily of Church Universal and Triumphant members choose other Church members to work with them in regulating the Community of Glastonbury.
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