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discipline action without a Quorum of the board


Guest Micheal warner

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Guest Micheal warner

Recently at or board  meeting, a club member lay  charges against a board member for conduct prejudicial to the best interest of the club.  the charges were preferred by a board members wife. There are seven members of this board. It takes a majority for a quorum according to the bylaws. At this board meeting, one board member was absent from the meeting which left six.  When the charges were read,  the board member who had the charges filed against him had excused himself from the board meeting. Another board member excused herself for conflict of interest from a business deal they had in the past.. Another board member excused himself because his wife had lay charges against the board member.  This left three members of the board present.  At the end of the meeting,  the three members left on the board decided to proceed and set a hearing date and time.  

 

My question is

!)could this board of three act without a quorum?

 

2) is this an illegal action and how should the accused address this?

is this not due process.

 

3) is there also a legal ramification involved?

 

4) the decision to proceed to a hearing seemed hastily done and i feel that this would net be a fair trial.  how can this be handled or addressed

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If, according to your bylaws, the presence of four board members is required in order to constitute a quorum, and only three board members were present at the time the board "set a hearing date and time", no hearing date and time have validly been set. Such action taken in the absence of a quorum is null and void. However, if any of these members who "excused" themselves did not actually leave the meeting, then as far as the rules in RONR are concerned a quorum was present.

 

Any questions concerning legal ramifications should be addressed to a lawyer.

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My understanding is these three board members had excused themselves from the meeting when the item regarding charges against a board member was presented. so i can better understand..........

 

Question- The third board member, who's wife had filed the complaint, should he have excused himself form this part of the meeting when the board was discussing the complaint due to conflict of interest?

 

or 

Question- if this third board member did return to the board meeting, is it unethical to participate due to a conflict of interest?

 

 

 

Hypothetically, could this third board member of stayed in the meeting, not participated or voted and still keep a Quorum?

 

 

or abstained on the vote to keep a Quorum?

 

Question-This meeting was held in a teleconference and was recorded.  When these meetings are recorded, should the Secretary be recording the meeting or the president?

 

Or bylaws say we are allowed to have meetings by teleconference as long as all members agree, have the means to call in, and the call ins can be verified.  which there is a means to verify the caller call in number.

Presently, the president of the club commands the recordings and verify the members.

 

Question- Is this supposed to be done by the secretary of the club.?

 

 Or bylaws state that the secretary "shall keep a record of all meeting" and all duties as are prescribed in the bylaws'

 

Question- can the secretary do anything about this so she can record and verify board members attending the meeting?

 

Thank you for your time addressing these question and thank you for for have this forum available.  It has been very helpful and i appreciate the time taken  to answer questions for more clarification of Roberts Rules of Order. Its been a learning process.

 

Thank you. 

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Question- The third board member, who's wife had filed the complaint, should he have excused himself form this part of the meeting when the board was discussing the complaint due to conflict of interest?

 

Question- if this third board member did return to the board meeting, is it unethical to participate due to a conflict of interest?

 

Hypothetically, could this third board member of stayed in the meeting, not participated or voted and still keep a Quorum?

 

or abstained on the vote to keep a Quorum?

 

All RONR says about "conflict of interest" is that a member who has a personal or pecuniary interest not in common with other members should abstain from voting, although he cannot be compelled to do so. Nothing in RONR suggests that such a member should refrain from any participation or that he should leave the room. So yes, it would have certainly been appropriate for him to remain in the room, and he could have participated if he wished to do so. For that matter, he could have even voted, although it's possible that he shouldn't have.

 

Since the meeting was apparently held via teleconference, your board will need to interpret its rules to figure out what constitutes being "present" in such a meeting.

 

Question-This meeting was held in a teleconference and was recorded.  When these meetings are recorded, should the Secretary be recording the meeting or the president?

 

Or bylaws say we are allowed to have meetings by teleconference as long as all members agree, have the means to call in, and the call ins can be verified.  which there is a means to verify the caller call in number.

Presently, the president of the club commands the recordings and verify the members.

 

Question- Is this supposed to be done by the secretary of the club.?

 

 Or bylaws state that the secretary "shall keep a record of all meeting" and all duties as are prescribed in the bylaws'

 

Question- can the secretary do anything about this so she can record and verify board members attending the meeting?

 

These would normally be the duties of the Secretary, and it appears your bylaws specify as much. Your board may adopt a motion ordering the Secretary to perform these duties and ordering the President to stop performing them.

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