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Board Member Quorum


Guest Virginia

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Our association's nine (9) member board often meets without informing the rest of the board members that they are meeting - this weekend I walked in on five (5) of them sitting in our 'board room' on a Saturday afternoon. When I walked in and stopped dead in my tracks and asked what was going on, I thought the 10am meeting was canceled? They were quick to state that they were "just talking". Isn't that inappropriate and somehow against 'the rules'? What would be the best way to handle this? These board members scheme and plan things behind some of the other board members as I just witnessed and then drop bomb shells on the rest (me included) during the regular board meetings. Thank you for your time.

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Cancelling a meeting is against the rules. Getting together is not.

That pretty much sums it up.

Just because a quorum's worth of members gather to chat (and even to scheme and plan), that does not spontaneously create a meeting with authority to take action in the name of the association. And, since it is not a meeting, RONR has nothing to say about such outside-of-meeting behavior.

If your association is subject to so-called sunshine laws, it might be a different story.

And to emphasize the first point again, there is no way to cancel a meeting that has been scheduled or called, not under the rules in RONR anyway.

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I thought the 10am meeting was canceled?

Meetings cannot be canceled unless the Bylaws provide otherwise.

They were quick to state that they were "just talking". Isn't that inappropriate and somehow against 'the rules'? What would be the best way to handle this? These board members scheme and plan things behind some of the other board members as I just witnessed and then drop bomb shells on the rest (me included) during the regular board meetings.

RONR does not prohibit members from talking, scheming, or planning future bombshells on their own time.

can someone please show me in RONR where it says a meeting can't be canceled?

I could provide a citation for this if you could fill us in on how the meetings are scheduled to begin with.

What are sunshine laws?

Open Meeting Laws or "Sunshine Laws" are laws which generally apply to public bodies and have various provisions intended to ensure transparency.

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I went to the link (thank you for providing that...very informative) however, we are a 501 c 7, social club, private membership and our board meetings are only open to members - not the public. Our board is a POW (piece of work) and constantly is on the defensive about everything - what is the opposite of 'transparency'? That's our board!

As for the 11-5 meeting - this date was approved by the board earlier this year as a 'working session' on our Important Dates schedule for the year (which is posted on our website). An agenda was emailed to all board members I think on 11-2 that stated the meeting was being turned into a "Special Board Meeting". Then poof the very next day, another email was sent that the meeting was canceled. No explanation, nothing. When a couple board members asked why, the answer was "the insurance gentlemen canceled". I and a couple other board members weren't even aware any insurance gentlemen was scheduled....

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Our board is a POW (piece of work) and constantly is on the defensive about everything - what is the opposite of 'transparency'?

In this context, secrecy.

As for the 11-5 meeting - this date was approved by the board earlier this year as a 'working session' on our Important Dates schedule for the year (which is posted on our website). An agenda was emailed to all board members I think on 11-2 that stated the meeting was being turned into a "Special Board Meeting". Then poof the very next day, another email was sent that the meeting was canceled. No explanation, nothing. When a couple board members asked why, the answer was "the insurance gentlemen canceled". I and a couple other board members weren't even aware any insurance gentlemen was scheduled....

Meetings can't be canceled unless the Bylaws provide otherwise. It also seems unlikely that a special meeting can be properly called with three days notice, and I have no idea what a "working session" is or how it differs from a regular session. So far as RONR is concerned, the issues your board has with calling and canceling meetings are much more problematic than board members meeting in secret outside of board meetings. The latter, I grant, may also be an issue for your organization, but it violates no rule in RONR.

I'm not sure I can provide a good citation that the meeting in question couldn't be canceled, as I now have my doubts as to whether it was properly called in the first place. See RONR, 11th ed., pgs. 91-93 for what RONR has to say about special meetings.

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