Automatically nullified?

[Guest Sue*]

Recently a special board meeting was held for one specific item. The day before the meeting date one of the directors turned in a written resignation. The board has 6 members, only 3 directors were present for the special meeting. Our state law and bylaws require majority of 4 directors as a quorum.

First issue: 3 directors approved calling the meeting to order based on having a vacancy (3 out of 5).

Second issue: the 3 directors then added the resignation to the special meeting agenda and proceeded with the vote to accept the resignation based on a majority being 3 of 5.

I believe:

a. without a majority of the entire board (4 of 6) present at the beginning of the meeting there was no quorum so no business should have been done.

b. because the meeting was pulically noticed as a special meeting for 1 specific item, adding the resignation as the first order of business was improper.

c. the vote of 3 of 5 to accept the resignation was improper because until the resignation was accepted there were still 6 directors so majority needed to accept the resignation should have been 4 of 6.

If I am correct, what should be done?

Thank you in advance for assistance.

[Weldon Merritt]

I believe:

a. without a majority of the entire board (4 of 6) present at the beginning of the meeting there was no quorum so no business should have been done.

Correct.

b. because the meeting was pulically noticed as a special meeting for 1 specific item, adding the resignation as the first order of business was improper.

Correct, unless the board has some unusual rule allowing it to do so.

c. the vote of 3 of 5 to accept the resignation was improper because until the resignation was accepted there were still 6 directors so majority needed to accept the resignation should have been 4 of 6.

Unless the applicable rules specifically require a majority of the entire board, all it would take is a majooirty of those voting, so the 3-0 vote would have been sufficinet if a quorum had been present.

If I am correct, what should be done?

Raise a Point of Order at the next regular meeting at which a quorum is present. If the chair rules against you, appeal from the ruling. Since you are talking about a public body, there also may be legal implications regarding any action taken at the inquorate meeting.

[Rev Ed]

A resignation is not final until it is approved by the group authorized by the By-laws to accept it. Until the resignation is approved, the position is not vacant. So it would count as a filled position.

Also, unless the By-laws specifically allows for it, only items listed in the notice for the meeting may discussed at the meeting, thus the resignation could only be accepted at the meeting if it was mentioned in the notice for the meeting - otherwise it would have to wait until the next meeting.

[Chris Harrison]

a) Correct. However, since a timely Point of Order was not raised it would be too late to object now unless clear and convincing proof can be shown that there was no quorum (RONR p. 349 ll. 21-28, p. 251[e], and pp. 263-264).

Correct. A Point of Order can be raised that the acceptance of the resignation is null and void per RONR p. 251[e] and pp. 263-264.

c) See above answers. However, unless your bylaws say otherwise it only takes a majority vote of those who voted on the question. So assuming that a quorum was present the resignation could be accepted even if a single member voted and everyone else abstained.

[Tim Wynn]

Recently a special board meeting was held for one specific item. The day before the meeting date one of the directors turned in a written resignation. The board has 6 members, only 3 directors were present for the special meeting. Our state law and bylaws require majority of 4 directors as a quorum.

First issue: 3 directors approved calling the meeting to order based on having a vacancy (3 out of 5).

Even without a quorum present, the meeting should be called to order.

[Guest Sue*]

Yes, our Bylaws are very specific, only the business in the meeting notice may be taken up at a special meeting.

"A. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the chairman or any two directors for a specified issue(s). The person or persons authorized to call a special meeting of the Board of Directors may fix any place within Cedar County, Missouri, for holding any special meeting of the Board of Directors. Only the order of business that caused the meeting to be called will be discussed provided a quorum is present."

Is there anything in RONR explaining the steps needed to overturn the improper actions taken?

[Guest Sue*]

Even without a quorum present, the meeting should be called to order.

I understand the meeting needed to be called to order and recorded no quorum present.

The only noticed item on the agenda was to ratify the improper vote of the previous meeting 3 days before when the same directors slipped in the same un-noticed issue and took a rushed vote during a closed session of a special meeting with the auditor.

[Gary c Tesser]

... Is there anything in RONR explaining the steps needed to overturn the improper actions taken?

Guest Sue, please look at Mr Merritt's last point (that's in Post 2 of this discussion thread).

[Gary c Tesser]

... the improper vote of the previous meeting 3 days before when the same directors slipped in the same un-noticed issue and took a rushed vote during a closed session of a special meeting with the auditor.

I was sure there was some provision in Robert's Rules for throwing directors into the crocodile pit, but I can't find it now. Nevertheless, it's a good idea, although maybe impractical in Missouri. Note that I am not practicing law without a license, nor animal husbandry.

[Shmuel Gerber]

I was sure there was some provision in Robert's Rules for throwing directors into the crocodile pit, but I can't find it now. Nevertheless, it's a good idea, although maybe impractical in Missouri. Note that I am not practicing law without a license, nor animal husbandry.

I think what the book actually says on page 643 is that any such punishment is "fine (if authorized in the bylaws)," but perhaps I misread it.