WAS NOT INVITED TO MEETING AND DO NOT AGREE WITH DECISIONS

[ALEX]

HI,

I AM A DIRECTOR ON THE BOARD OF A NON-PROFIT ORGANIZATION AND THE OTHER MEMBERS CALLED A MEETING WITHOUT NOTIFYING ME SO THAT THEY COULD VOTE IN ALL THE THINGS THEY KNEW I WOULD DISAGREE WITH. CAN I CONTEST THOSE DECISIONS SINCE I DID NOT EVEN KNOW THAT THE MEETING WAS TAKING PLACE? THEY ARE DECISIONS THAT HAVE A BIG IMPACT ON THE ORGANIZATION.  THANK YOU

[Hieu H. Huynh]

Was this a board meeting? How did you know there was a meeting?

[Kim Goldsworthy]

16 minutes ago, ALEX said:

I AM A DIRECTOR ON THE BOARD OF A NON-PROFIT ORGANIZATION.

THE OTHER MEMBERS CALLED A MEETING WITHOUT NOTIFYING ME SO THAT THEY COULD VOTE IN ALL THE THINGS THEY KNEW I WOULD DISAGREE WITH.

Q. CAN I CONTEST THOSE DECISIONS SINCE I DID NOT EVEN KNOW THAT THE MEETING WAS TAKING PLACE?

Yes.

If a special meeting is called, then 100% of the members of that body must be notified of that special meeting.

If you were not properly notified of a special meeting (where you are a member of that body), then the meeting is improper, and no business transacted will be valid.

 

[Gary Novosielski]

...and we appreciate your question, but please do not type in ALL CAPS.

[George Mervosh]

1 hour ago, Gary Novosielski said:

...and we appreciate your question, but please do not type in ALL CAPS.

Even with zoom technology it might be necessary, rather than an option.

[Gary Novosielski]

Ooooh, zoom technology.  I want one! 

umm, What does it do?

[Gary c Tesser]

On 1/10/2017 at 3:56 PM, George Mervosh said:

Even with zoom technology it might be necessary, rather than an option.

 

On 1/11/2017 at 3:36 AM, Gary Novosielski said:

Ooooh, zoom technology.  I want one! 

umm, What does it do?

C'mon, George, we're not all under fifty.

[Shmuel Gerber]

On 1/10/2017 at 3:56 PM, George Mervosh said:

Even with zoom technology it might be necessary, rather than an option.

If that's the case, then I guess the answers don't matter -- as long as Alex can read his own question. (Note: I am NOT suggesting that we reply to an all-caps question with all-caps answers.)

[Gary c Tesser]

On 1/10/2017 at 1:08 PM, Kim Goldsworthy said:

If you were not properly notified of a special meeting (where you are a member of that body), then the meeting is improper, and no business transacted will be valid.

Completely so?  Even given p 252?

[Kim Goldsworthy]

[excerpt, page 252]

REMEDY FOR VIOLATION OF THE RIGHT TO VOTE.
If one or more members have been denied the right
to vote, or the right to attend all or part of a meeting during
which a vote was taken, it is never too late to raise a point of
order concerning the action taken in denying the basic rights
of the individual members—and if there is any possibility that
 the members’ vote(s) would have affected the outcome, then
the results of the vote must be declared invalid if the point of
order is sustained. If there is no such possibility, the results
of the vote itself can be made invalid only if the point of order
is raised immediately following the chair’s announcement of
the vote. If the vote was such that the number of members
excluded from participating would not have affected the out‑
come, a member may wish, in the appropriate circumstances,
to move to Rescind/Amend Something Previously Adopted
(35), to move to Reconsider (37), or to renew a motion (38),
arguing that comments in debate by the excluded members
could have led to a different result; but the action resulting
from the vote is not invalidated by a ruling in response to the
point of order.

***

The relevant text is this sentence.

>> If the vote was such that the number of members excluded from participating would not have affected the outcome, a member may wish, in the appropriate circumstances, to move to Rescind/Amend Something Previously Adopted, to move to Reconsider, [...];

>> but the action resulting from the vote is not invalidated by a ruling in response to the point of order.

This text is new to the 11th edition (2010). I had either forgotten it or never noticed it.

So, I must retract my statement. I had said 100% of the business would be invalid. -- Instead, all business transacted in such a meeting would be valid if the margin of victory was greater than one vote, i.e., greater than the number of wrongly-excluded members.

 

Quote

 

[excerpt, Gilbert & Sullivan's "H.M.S. Pinafore", lyrical excerpt from the song "I am the captain of the Pinafore"]

CREW: "What, never?"

CAPTAIN: "No, never!"

CREW: "What, never?"

CAPTAIN: "Hardly ever!"

 

***

[Dan Honemann]

I think Mr. Goldsworthy had it right to begin with. What is said on page 252 relates to situations in which one or more members are denied the right to vote at a regular or properly called meeting.

"In any case, a board can transact business only in a regular or properly called meeting of which every board member has been notified ..."  (RONR, 11th ed., p. 486)

[Guest Nancy N.]

?!??

[Dan Honemann]

5 minutes ago, Guest Nancy N. said:

?!??

If you say so.

[Guest Nancy N.]

6 hours ago, Daniel H. Honemann said:

I think Mr. Goldsworthy had it right to begin with. What is said on page 252 relates to situations in which one or more members are denied the right to vote at a regular or properly called meeting.

"In any case, a board can transact business only in a regular or properly called meeting of which every board member has been notified ..."  (RONR, 11th ed., p. 486)

Ooo, that's gonna bring up a major kerfuffle.  But I see that's what the original question was asking.

[Gary c Tesser]

OK please wait.  Maybe I should start anew, not hanging offa ALEX.  But I think it flows.  (In the meantime, there's this.  It's 21 minutes, let us all calm down)