Ronnie Posted September 6, 2011 at 08:24 PM Report Share Posted September 6, 2011 at 08:24 PM A small not-for-profit board wishes to meet to discuss a sensitive issue and call a 'Special Meeting'. However, notice is not provided to the Board Chair. Are the decisions of the special meeting valid? (there is a quorum) If the meeting and decisions are not vaild, what are the next steps to amend the decisions at the meeting? Link to comment Share on other sites More sharing options...
Chris Harrison Posted September 6, 2011 at 08:32 PM Report Share Posted September 6, 2011 at 08:32 PM A small not-for-profit board wishes to meet to discuss a sensitive issue and call a 'Special Meeting'. However, notice is not provided to the Board Chair. Are the decisions of the special meeting valid? (there is a quorum) If the meeting and decisions are not vaild, what are the next steps to amend the decisions at the meeting?First of all, all members of the body which is meeting have a right to be notified of the meeting being called and if that doesn't happen everything that was done at the meeting could be null and void (RONR p. 244e). Second, Special Meetings can only be validly called and held if the bylaws specifically provide for them (RONR pp. 89-90) and if the bylaws don't authorize the calling of a Special Meeting then everything that was done at the "meeting" would be null and void (RONR p. 244 a,e). If the actions taken at the "Special Meeting" are null and void then they can be ratified at the next Board meeting (assuming that the Board has the authority to take these actions in the first place). Link to comment Share on other sites More sharing options...
George Mervosh Posted September 7, 2011 at 01:07 PM Report Share Posted September 7, 2011 at 01:07 PM Did he come to the meeting even though he wasn't notified? Link to comment Share on other sites More sharing options...
Tim Wynn Posted September 8, 2011 at 02:10 AM Report Share Posted September 8, 2011 at 02:10 AM Did he come to the meeting even though he wasn't notified?Are you coming down on the side of the fence that says a notice requirement need not be fulfilled if all members are present? What about if a number of days is mentioned, such as "three days' notice?" Based on p. 568, l. 1-6, would you say a special meeting could be called by the President, on the spot, if all members happened to be in the same room, even against the will of some members? Link to comment Share on other sites More sharing options...
George Mervosh Posted September 8, 2011 at 02:13 AM Report Share Posted September 8, 2011 at 02:13 AM Are you coming down on the side of the fence that says a notice requirement need not be fulfilled if all members are present? I want to know if the guy showed up AND objected. Maybe Ronnie will tell us. Link to comment Share on other sites More sharing options...
Tim Wynn Posted September 8, 2011 at 02:15 AM Report Share Posted September 8, 2011 at 02:15 AM I want to know if the guy showed up AND objected. Maybe Ronnie will tell us.If Ronnie ever shows up. Link to comment Share on other sites More sharing options...
Ronnie Posted September 8, 2011 at 03:31 AM Author Report Share Posted September 8, 2011 at 03:31 AM The Board Chair did not know about the meeting and did not attend. I'm also thinking . . . if the Chair didn't call the meeting and there is no provision in the by-laws that says something like, "any 3 directors can call a meeting", that perhaps this is an additional argument that the meeting was not valid.Whatdoyouthink?Did he come to the meeting even though he wasn't notified? Link to comment Share on other sites More sharing options...
Rob Elsman Posted September 8, 2011 at 03:39 AM Report Share Posted September 8, 2011 at 03:39 AM A small not-for-profit board wishes to meet to discuss a sensitive issue and call a 'Special Meeting'. However, notice is not provided to the Board Chair. Are the decisions of the special meeting valid? (there is a quorum) If the meeting and decisions are not vaild, what are the next steps to amend the decisions at the meeting?Business cannot be legally transacted at an improperly-called meeting, because there are no legal voters at an illegal meeting, RONR (10th ed.), p. 408, ll. 31-34. Link to comment Share on other sites More sharing options...
Josh Martin Posted September 9, 2011 at 04:06 AM Report Share Posted September 9, 2011 at 04:06 AM The Board Chair did not know about the meeting and did not attend. I'm also thinking . . . if the Chair didn't call the meeting and there is no provision in the by-laws that says something like, "any 3 directors can call a meeting", that perhaps this is an additional argument that the meeting was not valid.Whatdoyouthink?If the special meeting was not properly called by the provisions in the Bylaws, or if the Bylaws have no provision for special meetings, the meeting is invalid and any business conducted is null and void. Link to comment Share on other sites More sharing options...
Ronnie Posted September 9, 2011 at 03:57 PM Author Report Share Posted September 9, 2011 at 03:57 PM Thank you for your comments which confirm my opinions. It's nice to know that someone agrees with me! Link to comment Share on other sites More sharing options...
Recommended Posts
Archived
This topic is now archived and is closed to further replies.