Ben Scott wrote:
> 
>   Specifically: The statement that the board can meet and make
> decisions, provided a quorum exists, despite the absence of one or
> more members/officers.
> 

Wow. I didn't know that was a debatable issue.

My interpretation of a board of directors is that a quorum can make
decisions. Any quorum. Officers serve to execute the direction of the
board, chair the meetings, record the meetings, and hoard all the gold.

In the absence of any one or more of the officers, the board makes do,
as long as they have the quorum, and proper notice was issued, they
_are_ the board. I believe that no officer is indispensable, and 'pro
tem' can be appointed by the board to serve the role when needed. Am I
mistaken?

I don't see anything in the By-Laws that specifically requires, forbids,
nor clarifies...

http://wiki.gnhlug.org/twiki2/pub/Organizational/ProposedByLaws2005/GNHLUG_Bylaws.odt

Artive IV, Section 5, "Quorum. A meeting must be attended by at least
four of the Board members before business can be transacted or motions
made or passed."

In the absence of greater direction, I think there are no further
restrictions. However, it looks like an issue we'll have to resolve.

-- 
Ted Roche
Ted Roche & Associates, LLC
http://www.tedroche.com
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