Did the meeting even happen? What happened?

[Ronz1971]

I am the President of my 501c7 club, we have a Constitution, but no bylaws, we operate by Robert's unless it is covered in our Constitution. I will tell the story of what happened in a recent board meeting (if you can call it that). My real purpose for posting here is to find out in short if I am correct in my findings, and where in Robert's I can find supporting rules to my findings, that I can show my board of directors, right now they are under the impression that I am off my rocker and and are in debate as to if there was a board meeting or executive session, I say that we had neither.

I will tell the story and then list my thoughts on why I feel this was not an official meeting of any kind.

The story

I called a special early board meeting at the request of a board member, the meeting was set to start at 7:15, The treasurer and I were not able to get there on time (5 min late) because he and I were dealing with a club problem of a different nature then the subject of the meeting (we had 2 club members trap us in the office, and were yelling at us, we were trying to calm them down and get to the meeting), While the treasurer and I are dealing with this, the vice president comes into the office and says " the meeting is going to start soon, come on lets go" the treasurer and both stop talking to the upset members and tell the VP that "we will be right there, just give us a second to wrap this up". When the treasurer and I arrive at the meeting place (In the other room of our club house) we discover that the VP, secretary and about 7 other board members had already started the meeting. Just after that a regular member of the club comes into the meeting room to deliver some supplies to a closet and one of our board members says "hay were in a meeting here" , I then said jokingly "come on in, don't listen to us, you guys never do anyway", no one stopped me to say if the meeting was a regular board meeting or Executive session. there were motions made and passed and then adjournment of the meeting. I did not vote on any thing and the VP and secretary ran the meeting.

All motions were to buy equipment and material to the tune of 30k,our club does not have the money,and is operating at a near loss every month, the purchase is a convenience, not a must have for the club.

We have an open door policy for board meetings, anyone even non members may attend, until we move to executive session.

Here are the human problems

later that night the secretary tells me in confidence she thinks that if we post the meeting minutes, the club members will tear the board apart, because of the motions passed in the meeting. A real poop storm headed our way.

I replied to her that "it is what it is, now you know why we talk about some things like legal issues under executive session, the board voted for it let them deal with the fall out"

(our secretary debates with me all the time because we use executive session to discuss legal matters, when our Constitution states that it is for member discipline.

Anyway, sorry to digress

The next day the secretary emails all board members that she made an error and that last night's meeting was really executive session and that the minutes will reflect that.

Other board members reply that they thought it was a board meeting because the president called a "board meeting" not executive session and are now confused. Other board members reply that "we need this to go to executive session because of the stats of the club finances" a debate starts as to what kind of meeting happened.

we publish our board meeting minutes but not any thing in executive session.

I respond "post the minutes, so the members will know how the money was spent and who they can bitch at"

After that some of the board members change their story to "oh ya it was executive session, and because the president told the member who interrupted "don't listen to us" that makes it an executive session.

There is still debate going on to this day, as to if there was a board meeting or executive session, our next board meeting is on 4-13-2011, until then I have told out bookkeeper not to cut any checks and I have told all board members not to take action on what happened at the meeting in question or speak of it to regular members.

Here are my findings on why this meeting never happened and what everyone had was a nice discussion that night.

1. If the president calls the meeting then the president must start the meeting.

2. The president called the meeting and never assigned the task to the VP

3. 5 minutes late does not give the VP or the board the go ahead to start

4. There was no sign in sheet, so did we really have a meeting?

5 The minutes that have been presented do not show a meeting called to order at all, just executive session called by the VP, no one motioned from a meeting to executive session and then back out.

6. As per our Constitution only the president or 4 board members can call a special or early board meeting, (14 day rule I was wrong on)

7. In the side deals of one of the motions it was NOT recorded that the treasurer would co-sign for the loan on that equipment, put it in his name, make the payments and submit to the club for reimbursement

and if the club missed a payment then he would take over the loan and take the equipment.

This is a big mess, I am the new president, I was VP last year but I now have a better than half new and inexperienced board, that is calling me a dictator.

Thank you for reading my post, any help you can give me is welcome, email me direct if you like or post up here, I will be checking back in a lot. When I have time I will post the minutes with the names Etc blocked out.

This is my first post here on RONR, I look forward to future opportunities to help others and make new friends.

Take care

Ron

[Robert B Fish]

Here are my findings on why this meeting never happened and what everyone had was a nice discussion that night.

1. If the president calls the meeting then the president must start the meeting.

2. The president called the meeting and never assigned the task to the VP

3. 5 minutes late does not give the VP or the board the go ahead to start

4. There was no sign in sheet, so did we really have a meeting?

5 The minutes that have been presented do not show a meeting called to order at all, just executive session called by the VP, no one motioned from a meeting to executive session and then back out.

6. As per our Constitution only the president or 4 board members can call a special or early board meeting, and then only with 14 days notice (my bad).

7. In the side deals of one of the motions it was NOT recorded that the treasurer would co-sign for the loan on that equipment, put it in his name, make the payments and submit to the club for reimbursement

and if the club missed a payment then he would take over the loan and take the equipment.

1. Not true.

2. Doesn't matter. The specified meeting time arrived.

3. Not true.

4. Doesn't matter. RONR does not require a sign in sheet. Was a quorum present.

5. The time to make a point of order regarding that issue has passed.

6. Unless 14 days' notice was given, the meeting is null and void. That requirement may not be waived (unless all attended, constituting waiver of notice).

7. Your mnutes should reflect what WAS DONE at the meeting. If they do not reflect that, they should be amended.

-Bob

[Tim Wynn]

1. If the president calls the meeting then the president must start the meeting.

2. The president called the meeting and never assigned the task to the VP

3. 5 minutes late does not give the VP or the board the go ahead to start

4. There was no sign in sheet, so did we really have a meeting?

5 The minutes that have been presented do not show a meeting called to order at all, just executive session called by the VP, no one motioned from a meeting to executive session and then back out.

6. As per our Constitution only the president or 4 board members can call a special or early board meeting, and then only with 14 days notice (my bad).

7. In the side deals of one of the motions it was NOT recorded that the treasurer would co-sign for the loan on that equipment, put it in his name, make the payments and submit to the club for reimbursement

and if the club missed a payment then he would take over the loan and take the equipment.

1. Wrong.

2. That doesn't matter.

3. Yes it does.

4. The sign-in sheet doesn't matter.

5. Minutes don't have any bearing on this matter.

6. If the notice wasn't in compliance, YOU DIDN'T HAVE A MEETING.

7. This is nonsense.

[Chris Harrison]

If the Constitution requires 14 days notice and if 14 days notice wasn't given all actions are null and void (RONR pp. 89-90, p. 244[d]). For your education I will also address some of the reasons you didn't think the meeting was valid:

1. If the president calls the meeting then the president must start the meeting.

Not true. If you are late then the VP is within his rights (and duty) to call the meeting to order and preside (RONR p. 436).

2. The president called the meeting and never assigned the task to the VP

Well you said you called the Special Meeting so no problem there and as I noted above the VP was correct in starting the meeting.

3. 5 minutes late does not give the VP or the board the go ahead to start

If a quorum was present at the start time the VP and Board were within their rights to start the meeting. Why should they wait for a late member?

4. There was no sign in sheet, so did we really have a meeting?

RONR doesn't require sign in sheets.

5 The minutes that have been presented do not show a meeting called to order at all, just executive session called by the VP, no one motioned from a meeting to executive session and then back out.

If you all started conducting business then the meeting was obviously was called to order (and it really would be absurd to claim otherwise). The fact that the minutes don't reflect the fact the meeting was called to order doesn't invalidate anything that was done. Regarding whether the meeting was in Executive Session is something you all need to determine but even if it wasn't that would not invalidate anything that was done at the meeting.

6. As per our Constitution only the president or 4 board members can call a special or early board meeting, and then only with 14 days notice (my bad).

If the Constitution requires 14 days notice and if 14 days notice wasn't given all actions are null and void (RONR pp. 89-90, p. 244[d]).

7. In the side deals of one of the motions it was NOT recorded that the treasurer would co-sign for the loan on that equipment, put it in his name, make the payments and submit to the club for reimbursement and if the club missed a payment then he would take over the loan and take the equipment.

Nothing in that would make the meeting invalid.

To sum up there are only five reasons that something can be declared null and void later (see RONR p. 244) and in 6 out of the 7 points you made those standards were not met. However, if the 14 days notice wasn't given the Board meeting is invalid.

[Josh Martin]

1. If the president calls the meeting then the president must start the meeting.

This is not correct. If the President is not present at the scheduled time, the VP is free to call the meeting to order.

2. The president called the meeting and never assigned the task to the VP

You don't need to "assign" anything. The VP presides in the absence of the President.

3. 5 minutes late does not give the VP or the board the go ahead to start

Actually, it does.

4. There was no sign in sheet, so did we really have a meeting?

Nothing in RONR requires a sign-in sheet.

5 The minutes that have been presented do not show a meeting called to order at all, just executive session called by the VP, no one motioned from a meeting to executive session and then back out.

Well, it seems the minutes are in error, then.

6. As per our Constitution only the president or 4 board members can call a special or early board meeting, (14 day rule I was wrong on)

But you said that you did call the meeting. The VP was just calling it to order. If you didn't provide the 14 days notice apparently required in the Bylaws, that would be a problem.

7. In the side deals of one of the motions it was NOT recorded that the treasurer would co-sign for the loan on that equipment, put it in his name, make the payments and submit to the club for reimbursement and if the club missed a payment then he would take over the loan and take the equipment.

Then again, the minutes are in error.

This is a big mess, I am the new president, I was VP last year but I now have a better than half new and inexperienced board, that is calling me a dictator.

With all due respect, if you think you're so important that the meeting can't start without you, the board might be on to something.

So it seems the board meeting certainly did happen. The only reason the business conducted would be invalid is if proper notice was not provided (you mentioned something about 14 days). I concur that, from the facts provided, the board did not seem to enter executive session, but I would note that no rule in RONR requires that the board minutes be distributed to the general membership (whether or not the meeting was in executive session). Your rules may provide otherwise.

[Guest RonZ1971]

This is not correct. If the President is not present at the scheduled time, the VP is free to call the meeting to order.

You don't need to "assign" anything. The VP presides in the absence of the President.

Actually, it does.

Nothing in RONR requires a sign-in sheet.

Well, it seems the minutes are in error, then.

But you said that you did call the meeting. The VP was just calling it to order. If you didn't provide the 14 days notice apparently required in the Bylaws, that would be a problem.

Then again, the minutes are in error.

With all due respect, if you think you're so important that the meeting can't start without you, the board might be on to something.

So it seems the board meeting certainly did happen. The only reason the business conducted would be invalid is if proper notice was not provided (you mentioned something about 14 days). I concur that, from the facts provided, the board did not seem to enter executive session, but I would note that no rule in RONR requires that the board minutes be distributed to the general membership (whether or not the meeting was in executive session). Your rules may provide otherwise.

With all due respect, if you think you're so important that the meeting can't start without you, the board might be on to something.

It's not that I think that I'm important. I was going off of advice on the matter from others in the club that have held office a lot longer than I, looks like I need to stop doing that. I got a lot of push back from the board so I posted to this forum for some advice. I will send an email out to my board letting them know that I now realize I was wrong and ask for forgiveness.

Thanks for the help guys.

Ron

Ron

[Josh Martin]

I was going off of advice on the matter from others in the club that have held office a lot longer than I, looks like I need to stop doing that.

Well, yes, you do, but that's at least an understandable mistake.

I will send an email out to my board letting them know that I now realize I was wrong and ask for forgiveness.

Well, I wouldn't bow your head just yet. You weren't wrong about everything. While you were mistaken about the "meeting not even happening" thing, I agree with you that the board did not enter executive session, and you are correct that the minutes are in error in some respects.