Guest Nicholas Posted February 4, 2011 at 07:36 PM Report Share Posted February 4, 2011 at 07:36 PM Is it ever proper for the board of directors to act alone? We have an "elected" board of 4 people. Our past president (as per our by-laws) is the 5th board member with full voting rights for a term of one year as well. The 4 elected members have been holding meetings amongst themselves. No- president, vice pres, sec or past pres have been invited or made aware of such meetings. They have seemily made motions, held votes, issued a letter of termination to an employee, and claim to have elected the person to assume his/her responsibilities. Please tell me something in Robert's Rule state this is NOT possible. I can't find anything in the bylaws saying it isn't. Link to comment Share on other sites More sharing options...
hmtcastle Posted February 4, 2011 at 07:43 PM Report Share Posted February 4, 2011 at 07:43 PM Is it ever proper for the board of directors to act alone?Your board can only do what your bylaws authorize it to do. But it would be very unusual if your board did not have some authority to act on its own. See also Official Interpretations 2006-12 and 2006-13.We have an "elected" board of 4 people. Our past president (as per our by-laws) is the 5th board member with full voting rights for a term of one year as well. The 4 elected members have been holding meetings amongst themselves. No- president, vice pres, sec or past pres have been invited or made aware of such meetings.If all five members of the board are not properly notified of the meeting, the meeting is illegitimate and any business conducted is null and void. But no one else has to be notified or present.See also FAQ #2. Link to comment Share on other sites More sharing options...
Gary Novosielski Posted February 4, 2011 at 07:49 PM Report Share Posted February 4, 2011 at 07:49 PM Is it ever proper for the board of directors to act alone? We have an "elected" board of 4 people. Our past president (as per our by-laws) is the 5th board member with full voting rights for a term of one year as well. The 4 elected members have been holding meetings amongst themselves. No- president, vice pres, sec or past pres have been invited or made aware of such meetings. They have seemily made motions, held votes, issued a letter of termination to an employee, and claim to have elected the person to assume his/her responsibilities. Please tell me something in Robert's Rule state this is NOT possible. I can't find anything in the bylaws saying it isn't.Are the president, vice president, and secretary voting members of the board? Meetings for which proper notice was not provided to ALL members are not legal meetings, and business transacted at them is null and void. There would have to be something in the bylaws expressly authorizing these "partial" meetings, and it sounds like it's not in there.Whether they're "elected" members, or "ex officio" members, or members appointed by the Tooth Fairy makes no difference. Members are members, according to RONR.But note that the title of your question asks who needs to be present. The answer to that is: a quorum needs to be present. Once they are notified of the meeting, these people do not actually need to attend, as long as they knew that the meeting was taking place. Link to comment Share on other sites More sharing options...
Guest Nicholas Posted February 4, 2011 at 07:56 PM Report Share Posted February 4, 2011 at 07:56 PM The pres, vp and sec do NOT have a vote. However, it was my understanding the secretary HAD to be present in order to take minutes and for all paper work. Such as this letter that was issued by 4 of the 5 board members. Does anyone happen to know exactly where it is stated that every member must be notified or the meeting is null and void. Link to comment Share on other sites More sharing options...
hmtcastle Posted February 4, 2011 at 08:09 PM Report Share Posted February 4, 2011 at 08:09 PM However, it was my understanding the secretary HAD to be present in order to take minutes and for all paper work.The board should designate someone to take the minutes but that doesn't necessarily have to be the secretary of the association (especially if she's not a member of the board). Link to comment Share on other sites More sharing options...
jstackpo Posted February 4, 2011 at 09:21 PM Report Share Posted February 4, 2011 at 09:21 PM Does anyone happen to know exactly where it is stated that every member must be notified or the meeting is null and void.Sure. P. 87, line 24 takes care of the "must" part, p. 244 para. (e) covers the "null.." part. Link to comment Share on other sites More sharing options...
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