Jim,
Good question.
Recently it was noted that only one of the Board of Director's Meetings since February of 2008 met the Bylaws required Quorum of 2/3 of the Board Members. As well, club business was conducted "on line", which was not specifically permitted by the Bylaws. Nor were all of these votes conducted with the 3/4 vote of the present Board Members, also as required by the Bylaws.
This put the Club in quite a bit of a quandary. Rules (Robert's) and case law indicate that if a quorum is not met, these meetings, essentially, didn't happen. And as online meetings aren't specifically permitted in the Bylaws, they didn't "happen" either.
There is, apparently, a difference between quorums and subsequent voting. Votes that are taken at a legal meeting but didn't meet the 75% number, are actually OK, as it should have been brought up as a "point of order", and since it was not, the vote result stands. A lack of quorums, on the other hand, must be retroactively unwound. All business at those meetings was effectively, null and void.
We asked, on a Robert's Rules forum, how we could/should rectify the situation. This was the simplest proposed solution. Understandably, this also lets the Club move on without a lot of finger pointing about how this happened, and arguments about specific votes that were taken and now retaken.
As an additional note, this section of the Forum is usually "locked". Jim's a moderator, and was therefore able to post his question in this Forum. Since he did, the Board felt that this particular thread should be unlocked for additional questions or comments.
The above IS my opinion/statement as a Board Member!
Bill
215g FOWLR... and anemones, GSP, gorgonians... carp, that isn't FO!
"I killed my first SW Fish in 1971..."