VMNH executive committee unable to take action after quorum shortfall; slate of officers to be presented at trustees meeting

The Virginia Museum of Natural History Executive Committee met with insufficient members present and confirmed it would not take any formal actions, the group said at the start of the session.

Lisa (board member) opened the meeting and said the committee did not have the number required under the bylaws to take action, and therefore would not vote on items on the agenda. Lauren (staff member) checked policy guidance on electronic participation and advised that an absent member participating remotely could observe but not participate substantively when a quorum is not present.

The committee discussed the slate of officers to present at the trustees meeting the next day. Will Clemens (board member) agreed to serve as treasurer and the proposed slate will include the chair and other named officers; the vice chair position will be left open for nominations from the floor. Jennifer (staff member) and other committee members said the slate must be presented and that the board should ask for nominations at the trustees meeting even though the vice chair remained unfilled.

Committee members and staff discussed turnover on the board, with three trustees scheduled to roll off and two newly appointed members recently added. Several members noted the practical difficulty of meeting by the letter of the bylaws when vacancies and absences overlap but emphasized the board’s obligation to present a slate for election at the upcoming meeting.

Because the committee lacked a quorum, members agreed they could hold strategic discussions informally before or after the public portion but would not enter closed session or make binding decisions. Staff committed to presenting the slate at the trustees meeting with the vice chair slot intentionally left open to allow nominations from members present.

The trustees meeting will proceed with the slate presented and with the understanding that nominations may be made from the floor; if a volunteer accepts, the trustees may fill the vacancy during that meeting.