Special Board Meeting to Unappoint

[Guest Sue]

A special meeting of the board has been called to discuss and possibly unappoint an appointed committee chairperson. This chairperson has antagonized members, non-members, and affiliates of the club since being appointed to this position last year. We expect to go into executive session at this meeting, as to avoid "calling out" the member in a more public manner at an open board or club meeting. It is not the intent of the members who asked for the meeting to discipline the chairperson, only to "unappoint" her.

The chairperson was appointed by the board, per the bylaws. The chair of this one committee is also an ex-officio member of the board, so will be invited to the special board meeting.

The meeting notice will sent tomorrow to the Board members and the 2 ex-officio members (the previous president and this chairperson).

My questions:

1- "Word" has leaked out to some of the general club membership about the special meeting being called. There is no RONR requirement to inform the full club (non-board) membership of the coming special board meeting, correct? (Nothing in our bylaws requires this.)

2 - We have a full club (not board) meeting tomorrow night. Our president is wondering how to handle the situation should a member ask for information about, or challenge in some way, the upcoming special board meeting. Would that member be out of order, or ???

3- Our bylaws state that "Any committee appointment may be terminated by a majority vote of the full membership of the Board upon written notice to the appointee; and the Board may appoint successors to those persons whose services have been terminated."

Does this mean that the full board membership must be present, or just that since the full membership is 12 including the ex-officios, then 7 must vote in favor regardless of how many are at the meeting? (Our bylaws for a special board meeting merely require that a majority be present for a quorum.)

4- Our *custom* for board meetings is that club members (non-board members) may attend board meetings. However, there is nothing in the bylaws that states this, and I doubt there was ever some official 'rule' made at some past meeting to make board meetings open (certainly not in the 15 years I have been with the club). (This is a private club, not a public body.) The president is asking about stating in the special board meeting notice that the meeting will be closed to non-board members. Is this necessary? Some of us are thinking it better to not state anything about it being closed (to avoid controversy). But does the fact that meetings have traditionally been open set some precedent that must be considered?

[jstackpo]

1) Correct.

2) "Out of Order" depends on the context of the member's questions. But since you are having a board meeting, it is none of his business. Or more politely you could say "Since I anticipate that the Board meeting will go into Executive Session, I don't feel free to discuss what will be considered at that meeting at that time." Warning: at next general meeting any member can move that the minutes of the Board meeting be produced and read to the assembly - p. 487 - so keep those minutes terse, containing only what was done, not said.

3) Your bylaws are ambiguous on the vote threshold. The phrasing does not match either of the two "standard" phrasings on p. 402 -403. You will (somehow - see p. 588) have to figure this out for yourself. For safety pick the higher threshold - 7 "Yes" votes.

4) Going into Executive Session (majority vote) will exclude all non-members of the board. Another warning: since your chairman is ex-officio a board member, she is entitled to be in the board meeting.

[Guest Guest]

Regarding (2): Is it forbidden to reveal what the topic(s) of discussion will be in the executive session or just not required that they be announced to the general membership?

[jstackpo]

Neither, really, at least ahead of time.

What ExecSess prohibits is discussing with non members what went on, what was done and said, in the meeting itself.

Obvious exception: if something was "done" that has public ramifications, that can't stay secret. But the discussions that lead up to the decision to do something remain under seal.

[Tim Wynn]

Regarding (2): Is it forbidden to reveal what the topic(s) of discussion will be in the executive session or just not required that they be announced to the general membership?

I'm missing the cause of all the trepidation. If the board wants to do its job and "terminate a committee appointment" in accordance with the bylaws, why would board members fret over questions on the subject?