Did the OSTA fail to get a quorum of directors and still remove an officer?

I am reacting to a few emails accusing the OSTA of failing to get a quorum of Directors at the yearly meeting. I am told they still removed an officer by a close vote. Supposedly bylaws and 501c3 laws appy here.

Who is the expert? What happened?

I report. You decide.
merlo out

 

From the Constitution of the OSTA:

“ARTICLE VII BOARD OF DIRECTORS AND DELEGATES The management of all affairs of the Association is vested in a Board of Directors composed of nine members. A majority of such Board present at any meeting shall be necessary to constitute a quorum for the transaction of business of the Board of Directors.”


There are typically two meetings held on the night of the annual meeting of OSTA. The annual meeting of the association would require 5 of the 9 CURRENT YEAR Directors to form a quorum. Please note that ATA Delegates are not members of the OSTA Board of Directors UNLESS they are also one of the 8 current Zone Directors or the Director at Large.

The second meeting, typically held right after the annual meeting, is a reorganization meeting. This meeting is where the INCOMING Board of Directors will elect the President, Vice President, Secretary and Treasurer for the OSTA for the upcoming year. From the Constitution of the OSTA:

“The incoming Board of Directors may meet at any time after the Annual Meeting for the purpose of electing officers for the Association for the forthcoming fiscal year.”

In order to form a quorum at the reorganization meeting, there would need to be 5 of 9 INCOMING Directors of the upcoming year. Since the Director at Large is normally elected the following day, if there are multiple individuals running for Director at Large, the reorganization meeting might be held after the incoming Director at Large has been elected.

So, the annual meeting needs 5 CURRENT year Directors in attendance to form a quorum. The reorganization meeting needs to have 5 Directors of the UPCOMING year to form a quorum. And once again, ATA Delegates and alternate Delegates are NOT members of the incoming OSTA BOD unless they are also incoming Zone Directors or the incoming Director at Large.


One more quote from the Constitution of the OSTA: “All elections of the Association shall be by secret ballot. In any election in which there are more then two nominees for the election to office, the nominee with a plurality of votes shall be elected in the event no nominee shall receive a majority of votes cast.” This caveat also applies to votes for Secretary, Treasurer, President and Vice President at the reorganization meeting.

I have absolutely no idea who was in attendance at either meeting so I’ll leave the determination on the question of quorum to those that can verify the attendance of the OSTA Directors.

 

My understanding is that the ATA delegate is the ATA representative to the OSTA. It seems to me that it has to be a conflict of interest if any one person is both an OSTA director and an ATA delegate. If a dispute arises between the OSTA and the ATA the person holding both positions couldn't represent the OSTA which they were elected to do. It just seems like these folks don't know that there is a constitution, bylaws, or Roberts Rules of Order that they are to follow. It seems that they operate under the opinion that whatever they feel like doing they are going to do anyone, or anything in their way be dammed. Were they even aware that there could even be such a thing as a quorum? Also the alternate ATA delegate and the 2nd alternate ATA delegate could be a conflict of interest as well. Just wondering.
Dave Berlet