10-31-2014, 02:34 PM
"Note that the definition of the quorum does not state “a majority of the currently filled Director positions”. It says “of the Board”. A quorum of the Board is five Directors. Without five Directors present at a meeting, no action taken is considered an act of the Board. "
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It does not specify "currently filled" or a quorum of 5
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"Anyone taking action on any other basis is breaking Hawaii Revised Statute 414D (i.e. a law, not just the Bylaws)."
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p. 10 of our bylaws Section 6 .....Vacancies in the Board......shall be filled by vote of the majority of the remaining Directors even though they may constitute less than a quorum.
(Here it is clearly defined for us and I doubt that it is breaking State law)
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p.33 of our bylaws states that Officer vacancies shall be filled within 60 days .
(It is not known to me if there are any members that have submitted an application to fill the vacancies on our Board but do agree on the priority of this issue)
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F. Gannon was again absent from the Board meeting . We were informed that he has not given the Board his resignation....so 5 members. The way the Board interpreted our bylaws is that a quorum was present. This will not be clarified by Punatalk posters (myself included) Our Assoc. attorney can clarify.
More precise wording on these sections is something our bylaws committee should consider as well.
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If the website still reads only 3 vacancies, I concur that it should have been changed to 4 within 2 days of the additional vacancy.
It's the weekend.....we'll find out next week.
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It does not specify "currently filled" or a quorum of 5
----------------------------------------------------------------------------------------------
"Anyone taking action on any other basis is breaking Hawaii Revised Statute 414D (i.e. a law, not just the Bylaws)."
--------------------------------
p. 10 of our bylaws Section 6 .....Vacancies in the Board......shall be filled by vote of the majority of the remaining Directors even though they may constitute less than a quorum.
(Here it is clearly defined for us and I doubt that it is breaking State law)
---------------------------------------------------------------------------------------------
p.33 of our bylaws states that Officer vacancies shall be filled within 60 days .
(It is not known to me if there are any members that have submitted an application to fill the vacancies on our Board but do agree on the priority of this issue)
--------------------------------------------------------------------------------
F. Gannon was again absent from the Board meeting . We were informed that he has not given the Board his resignation....so 5 members. The way the Board interpreted our bylaws is that a quorum was present. This will not be clarified by Punatalk posters (myself included) Our Assoc. attorney can clarify.
More precise wording on these sections is something our bylaws committee should consider as well.
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If the website still reads only 3 vacancies, I concur that it should have been changed to 4 within 2 days of the additional vacancy.
It's the weekend.....we'll find out next week.