fssatreasurer
Junior Member
What is the name of your state (only U.S. law)? Florida
I am treasurer of a small all-volunteer Florida 501(c)(3). Over the last six months we have suffered a succession of resignations amongst our officers. In March our president resigned because his business was taking him all over the world and he simply didn't have time. The VP moved up per by-laws. New VP was elected. In June the secretary had a medical emergency. In July our new president resigned for personal reasons. New VP succeeded. A board member volunteered to "take notes" at our recent board meeting, but emphatically denies the title or position of secretary.
At that regular board meeting last Sat., at the end of the meeting, the president announced he was resigning due to a sudden increase in his business responsibilities. He asked the board to elect me president. I pointed out our by-laws prohibit a person holding more than one office. There were 14 board members present, but no one volunteered to take the treasury. No one could be persuaded to take the president position. The president would not postpone his resignation. The meeting adjourned. On my way out the "note taker" dumped all the secretary's materials in my arms and reminded me he is not secretary.
So, at this moment I am the only officer of the corporation.
I am divided whether a corporation run by such a miserable lazy board shouldn't be left to die, but I do care for our members and donors and volunteers. So I am looking for a way to operate till our annual meeting in January. By that time, if I haven't been able to recruit at least two people willing to take an office for a year, then I'll give it up and recommend we dissolve.
Florida subchapter 617 and our by-laws allow for a special meeting to be called by the board; and 617.0207 gives the board power to enact emergency by-laws. Suspending one sentence of the by-laws would allow the board to elect me interim president till the next board meeting in January. I can then run the meetings and deal with situations needing the president's authority till then.
My question comes down to this: is our situation an emergency? 617.0207 defines emergency in this context as
"An emergency exists for purposes of this section if a quorum of the corporation�s directors cannot readily be assembled because of some catastrophic event."
Our board seems like a living breathing catastrophe, does that count?
Any advice is appreciated.
I am treasurer of a small all-volunteer Florida 501(c)(3). Over the last six months we have suffered a succession of resignations amongst our officers. In March our president resigned because his business was taking him all over the world and he simply didn't have time. The VP moved up per by-laws. New VP was elected. In June the secretary had a medical emergency. In July our new president resigned for personal reasons. New VP succeeded. A board member volunteered to "take notes" at our recent board meeting, but emphatically denies the title or position of secretary.
At that regular board meeting last Sat., at the end of the meeting, the president announced he was resigning due to a sudden increase in his business responsibilities. He asked the board to elect me president. I pointed out our by-laws prohibit a person holding more than one office. There were 14 board members present, but no one volunteered to take the treasury. No one could be persuaded to take the president position. The president would not postpone his resignation. The meeting adjourned. On my way out the "note taker" dumped all the secretary's materials in my arms and reminded me he is not secretary.
So, at this moment I am the only officer of the corporation.
I am divided whether a corporation run by such a miserable lazy board shouldn't be left to die, but I do care for our members and donors and volunteers. So I am looking for a way to operate till our annual meeting in January. By that time, if I haven't been able to recruit at least two people willing to take an office for a year, then I'll give it up and recommend we dissolve.
Florida subchapter 617 and our by-laws allow for a special meeting to be called by the board; and 617.0207 gives the board power to enact emergency by-laws. Suspending one sentence of the by-laws would allow the board to elect me interim president till the next board meeting in January. I can then run the meetings and deal with situations needing the president's authority till then.
My question comes down to this: is our situation an emergency? 617.0207 defines emergency in this context as
"An emergency exists for purposes of this section if a quorum of the corporation�s directors cannot readily be assembled because of some catastrophic event."
Our board seems like a living breathing catastrophe, does that count?
Any advice is appreciated.