Board Meetings

[Guest]

Our current President of our quilting guild has been having Board meetings unannounced and impromptu on the fly on days that the meetings are not scheduled.  She just rounds up the Board members who might be in attendance at a social gathering takes them aside and has them make decisions.  As a member of the Board, the last time this happened, I was not noticed, invited or even given an opportunity to vote by email that there was a need for a Board decision.  Our By Laws say that email votes can be taken.  She then comes to the next membership meeting and announces the changes that were made at a social gathering that three members attended.  This past Saturday, she tried to do the same thing and fortunately, someone suggested to her that she wait for her scheduled Board meeting this coming Thursday.  The last time she did this, there were no minutes taken, no secretary at the meeting to take minutes and she said, well, we just got together and talked about and decided this is what we will do.  The whole Board was not invited or noticed about the decision.  Can she do this?  Shouldn't she have called for an emergency meeting of the Board?  Shouldn't minutes have been taken of the meeting and the decision?

[Hieu H. Huynh]

All members should be notified of the meetings. How are meetings scheduled according to your bylaws?

[Joshua Katz]

Yes, this action is entirely improper, unless your bylaws allow for calling meetings without notice (which they should not).  At the next real meeting after she does this, raise a point of order to any "changes" made, since they weren't made and shouldn't be acted upon.  

[Gary Novosielski]

Just because three board members run into each other doesn't make it a meeting.  A meeting for which not all members were given notice is not a valid meeting.   Additionally, meetings must be properly scheduled.  The president can only set meeting dates and times if the bylaws give her that power.  Otherwise the entire board must set its meeting schedule.

Let the president know that she may be personally (financially) responsible for any decisions made at an improperly called meeting if the board declines to ratify what was done.   And she is leaving herself open for disciplinary action by not following the rules.

[SKoehler]

Meetings are scheduled by the President at a time and place specific and usually put in the minutes of the general meetings when the Board meetings will be held.  These impromptu meetings are events that not all Board members attend.  Our By Laws require notification of meetings.

[Richard Brown]

18 minutes ago, SKoehler said:

Meetings are scheduled by the President at a time and place specific and usually put in the minutes of the general meetings when the Board meetings will be held.  These impromptu meetings are events that not all Board members attend.  Our By Laws require notification of meetings.

Then these informal, spur-of-the-moment quickie "meetings" you described are not valid meetings.

[Gary Novosielski]

2 hours ago, SKoehler said:

Meetings are scheduled by the President at a time and place specific and usually put in the minutes of the general meetings when the Board meetings will be held.  These impromptu meetings are events that not all Board members attend.  Our By Laws require notification of meetings.

Just to be clear, as long as a quorum is present it is not necessary that all board members attend a meeting for it to be valid.  But they must be duly informed of the meeting a reasonable time (or such time as provided in the bylaws) in advance.