We are members of a 501(c)3 and have a board made up of President, Vice President, Secretary and Treasurer and some board members at large/trustees.
A group of board members held a board meeting, did not alert all the board members, but had a quorum, and made a decision to spend money. The exact details of what the money was spent on were not fully disclosed, and some of the board members were not notified of the meeting until after the expenditure, in a subsequent board meeting.
When those board members who were excluded brought out the problem at a general meeting, the board members involved in the secret expenditure stated that it was justified because they had a quorum. The major source of income for the group is dues of members, so the members money was spent by some members of the board who had a secret board meeting.
Is this a rogue board or not, and where does RONR so state?
If it is a rogue board, is this a legally binding expense, or can the board members be required to pay it back out of pocket? Please cite RONR.
Also, since it was a board decision which involved group money, whether rogue or not, do all board members and all members of the society have a right to see what was done, and do the excluded board members have a right to see the board minutes? Will it make a difference if that was a rogue board or not?
If it is a rogue board, can it put the group in legal danger, if so, please cite RONR.
Thank You.