board member not informed

[sandib]

On a Board of 5 members, if 1 member is never notified of Board meetings, I understand that all business conducted by the Board is null and void. Where can I find this is RONR 10th. ? Thank You

[Josh Martin]

On a Board of 5 members, if 1 member is never notified of Board meetings, I understand that all business conducted by the Board is null and void. Where can I find this is RONR 10th. ?

See RONR, 10th ed., pg. 244, lines 21-26.

[David A Foulkes]

On a Board of 5 members, if 1 member is never notified of Board meetings, I understand that all business conducted by the Board is null and void. Where can I find this is RONR 10th. ? Thank You

It's my understanding (though I may be off on this) that notice of meetings is not required if they are prescribed in the bylaws (ie. regular meetings). All members, general and board, should have knowledge of these through having possession of a copy of the bylaws and paying attention to them. Notice is only required for called (special) meetings or when meetings are scheduled by resolution adopted at a previous meeting. Even for an adjourned meeting, notice is not required although it would be a courtesy.

So, are these meetings that this board member is not notified of "regular" meetings, as prescribed by the bylaws? Or called meetings?

[sandib]

Oh crumb, actually the (darn) bylaws only mention that "there shall be an election meeting every other year, and at least one general meeting annually". Under BOARD: " The Board shall act on all matters arising between Club meetings and have the power to call special meetings of the Club".

Nothing is said about "monthly" Board meetings, although until the present Board was elected a year ago, the Board has always met once a month for the past 11 years. So shall I assume that because there are no requirements in the bylaws for regularly scheduled Board meetings, there is no breach in the fact that 1 Board member is never informed? As we have been told (Confidentially) by one of the meek Board members, "He just calls us on the phone and says this is what we are going to do".

Also, "The Board shall appoint a Club member who is not a Board or Committee member annually to audit the Club books and inventory. The audit report shall be made to the Board, and upon Board approval, published to the residents". How long after 1 year, could this be considered a breach of the bylaws if it is not published to the residents?.

[hmtcastle]

So shall I assume that because there are no requirements in the bylaws for regularly scheduled Board meetings, there is no breach in the fact that 1 Board member is never informed?

Of course not. All members of the board have a right to know when the board will be meeting.

[Rob Elsman]

It's my understanding (though I may be off on this) that notice of meetings is not required if they are prescribed in the bylaws (ie. regular meetings). All members, general and board, should have knowledge of these through having possession of a copy of the bylaws and paying attention to them. Notice is only required for called (special) meetings or when meetings are scheduled by resolution adopted at a previous meeting. Even for an adjourned meeting, notice is not required although it would be a courtesy.

So, are these meetings that this board member is not notified of "regular" meetings, as prescribed by the bylaws? Or called meetings?

I think there is some more to it. Members must also be able to know with certainty the hour and place of the regular meeting by longstanding or immemorial rule or custom. The board must also meet frequently (i.e., the interval between meetings must not exceed the quarterly time interval, p. 88). There also must be no previous notices of motions to be sent to members a reasonable time in advance of the meeting. If any of these are lacking, then the secretary should mail a call of the meeting to all the members, providing all the details necessary for members to know how to attend the meeting.

[David A Foulkes]

Oh crumb, actually the (darn) bylaws only mention that "there shall be an election meeting every other year, and at least one general meeting annually". Under BOARD: " The Board shall act on all matters arising between Club meetings and have the power to call special meetings of the Club".

Nothing is said about "monthly" Board meetings.....

So nothing in the bylaws authorizes Board meetings at all? And the only special meetings that can be called are meetings of the Club (not the board)?

[David A Foulkes]

I think there is some more to it. Members must also be able to know with certainty the hour and place of the regular meeting by longstanding or immemorial rule or custom.

Indeed. I did not delve into those specifics, going under the (dangerous) assumption that they'd be there along with the date(s) or schedule of the meetings. I was aiming more at the fact that meetings as noted in the bylaws (with all the requisite information) don't need additional notice.

There also must be no previous notices of motions to be sent to members a reasonable time in advance of the meeting.

Not sure I understand the inclusion of "no" here.

[Rob Elsman]

Indeed. I did not delve into those specifics, going under the (dangerous) assumption that they'd be there along with the date(s) or schedule of the meetings. I was aiming more at the fact that meetings as noted in the bylaws (with all the requisite information) don't need additional notice.

Not sure I understand the inclusion of "no" here.

In other words, if previous notice of a motion has been mailed to the secretary, the secretary must send the notice with a call of the meeting, RONR (10th ed.), p. 116, ll. 8-20. Though not strictly required for validity, if previous notice has been given orally at the previous meeting held within the quarterly time interval, the secretary should still send the notice with a call of the meeting if it is practical to do so.

[David A Foulkes]

My misunderstanding of the "no" in that sentence. Got it now. Thanks.

[Rob Elsman]

My misunderstanding of the "no" in that sentence. Got it now. Thanks.

Could I beg a favor of you? When you mean to make a reply to a previous reply, could you please use the light blue button to send it, instead of the dark blue button?

[David A Foulkes]

Could I beg a favor of you? When you mean to make a reply to a previous reply, could you please use the light blue button to send it, instead of the dark blue button?

Yup.

[sandib]

I am sooo confused. The meetings that the Board member was not informed of were Board meetings- There is no mention of Board meetings in the bylaws, only that the "Board shall act on all matters arising between Club meetings and have the power to call special meetings of the Club"

The past 11 years any of our Boards have held regular monthly Board meetings, even though it is not mentioned in the bylaws. This new Board has decided to have their meetings whenever, and whatever is decided, comes to pass. The fifth Board member has not been notified of these meetings.

Mr. Foulkes, I didn't get the meaning of the "no" either, but are what you two gentlemen saying is that there is no need for a notice if it is a regular meeting at a date and time prescribed by the bylaws? But the bylaws also state that the secretary shall see that members are notified at least 10 days in advance of all meetings. The notice (for the March 28th meeting) has already been published, of course without our request for a motion re: removal being included. The section OFFICERS: "Officers may be removed by a majority vote of a quorum at any regular or special meeting, providing the entire membership is notified of the impending action", says nothing about who the notification is to be from. I realize that in a rule-abiding situation, this would mean the secretary, but since we know how that has gone, and given that it is not specific in the bylaws, what danger are we putting ourselves in by making the notification ourselves, regarding the upcoming general assembly meeting in March ( which is when we hope to make a motion to remove those Officers).

Mr. Elsman, where is this light blue button of which you speak. Sorry, I still haven't gotten the hang of this.

[David A Foulkes]

I am sooo confused. The meetings that the Board member was not informed of were Board meetings- There is no mention of Board meetings in the bylaws, only that the "Board shall act on all matters arising between Club meetings and have the power to call special meetings of the Club"

The past 11 years any of our Boards have held regular monthly Board meetings, even though it is not mentioned in the bylaws. This new Board has decided to have their meetings whenever, and whatever is decided, comes to pass. The fifth Board member has not been notified of these meetings.

Mr. Foulkes, I didn't get the meaning of the "no" either, but are what you two gentlemen saying is that there is no need for a notice if it is a regular meeting at a date and time prescribed by the bylaws? But the bylaws also state that the secretary shall see that members are notified at least 10 days in advance of all meetings. The notice (for the March 28th meeting) has already been published, of course without our request for a motion re: removal being included. The section OFFICERS: "Officers may be removed by a majority vote of a quorum at any regular or special meeting, providing the entire membership is notified of the impending action", says nothing about who the notification is to be from. I realize that in a rule-abiding situation, this would mean the secretary, but since we know how that has gone, and given that it is not specific in the bylaws, what danger are we putting ourselves in by making the notification ourselves, regarding the upcoming general assembly meeting in March ( which is when we hope to make a motion to remove those Officers).

Mr. Elsman, where is this light blue button of which you speak. Sorry, I still haven't gotten the hang of this.

First, the button issue. What Mr. Elsman was simply asking was that, in replying to a previous post, I click on the button that says "Reply" which includes the previous reply and might be relabeled "Quote", and not the button that says "Add Reply" or the button that says "Post", neither of which includes quoted previous replies.

As for the "no" issue, what Mr. Elsman was saying was that if

1. the bylaws state the schedule of "regular" meetings, including date, time and location (so everyone should know when and where to go), and

2. provide for at least one meeting every quarter, and

3. there is no motion or event anticipated to be addressed at the meeting that requires additional notice

then no notice of the meeting is required. So, if there is to be placed on the "agenda" an item of business that requires notice, for whatever the reason (as ordered by your bylaws, in this case), then the secretary should send out a notice to all members, if only in regard to that additional item. Otherwise, there is no need for the notice of a "regular" (ie defined in the bylaws) meeting.

Now, if your bylaws state that the secretary shall send out notice of all meetings at least 10 days in advance, then she has to do it, regardless of the above qualifications. All meetings means all meetings. And I'm pretty sure that bylaw is not suspendable. You mention that the notice has been "published", which by RONR is not the same as sending (by mail) written notice to all members. Whether that's acceptable is arguable, although I'd say the answer is no. But that's my take on it.

As for whether your board can even have meetings is questionable, since there is nothing in your bylaws that defines it. See the bottom of page 557ff. As we know, there is no board unless the bylaws define it. The board has no powers unless the bylaws enumerates them. So, it seems the board can't meet unless the bylaws say they can. That's my take on it.

Clearly your bylaws need some attention, particularly in reference to the sending out of notice. That, I believe, is typically assumed to be the duty of the secretary. Since yours don't clarify that, we are venturing into the page 570-573 reference of interpretation.

[hmtcastle]

What Mr. Elsman was simply asking was that, in replying to a previous post, I click on the button that says "Reply" which includes the previous reply and might be relabeled "Quote", and not the button that says "Add Reply" or the button that says "Post", neither of which includes quoted previous replies.

But while it's handy to quote a portion of the previous post, it's rarely necessary to quote it in its entirety, especially in the instance of a lengthy original post (one which might, for example, contain entire articles of bylaws). A little judicious editing is often in order.

[sandib]

But while it's handy to quote a portion of the previous post, it's rarely necessary to quote it in its entirety, especially in the instance of a lengthy original post (one which might, for example, contain entire articles of bylaws). A little judicious editing is often in order.

I'm not sure, but I think I have the "button" thing. Be patient. We'll see in a minute.

Re: the NO issue. I now see what you are saying, and of course if we get our board back the bylaws will be the first item addressed. In this case, 1, Nothing in bylaws - 2, Only once a year is in our bylaws - 3, There is a motion being addressed that requires previous notice, the motion to remove the officers.

Well, it looks like another day, another tidbit of knowledge.

Thank you gentlemen for all your help, it's not over yet.