LACK OF AGENDA

[MOBYZORRO]

Our Board of Directors has recently passed a couple of motions which were made on spur of the moment and which were not noticed to the Board prior to the meeting. In fact no agenda has been forthcoming. These decisions have been detrimental to our assets and have also prompted an employee lawsuit.

Several members who were absent at the two meetings in question feel that if the items had been "noticed", more whould have shown up to defeat the motions.

Our Bylaws site RONR as our governing authority. Doesn't an agenda need to be presented to the members unless regular or "normal" business is all that is planned?

Is there a way (by way of a motion) for previously absent Directors to correct such items at subsequent meetings?

[alanh49]

Our Board of Directors has recently passed a couple of motions which were made on spur of the moment and which were not noticed to the Board prior to the meeting. In fact no agenda has been forthcoming. These decisions have been detrimental to our assets and have also prompted an employee lawsuit.

Several members who were absent at the two meetings in question feel that if the items had been "noticed", more whould have shown up to defeat the motions.

Our Bylaws site RONR as our governing authority. Doesn't an agenda need to be presented to the members unless regular or "normal" business is all that is planned?

Is there a way (by way of a motion) for previously absent Directors to correct such items at subsequent meetings?

Robert's does not require the adoption of an agenda nor does it require previous notice to adopt main motions.

[Trina]

...

Is there a way (by way of a motion) for previously absent Directors to correct such items at subsequent meetings?

An adopted motion can be changed, or rescinded (to the extent that it has not been fully carried out). See RONR (11th ed.) pp. 305-310 for details on the motions to rescind or amend something previously adopted. These motions can be made by any member (whether or not that member was present at the meeting where the motion was adopted).

[David A Foulkes]

I wouldn't mind having a few more specifics here. For instance, we don't know if in fact the adopted motions were actually bylaw amendments, or in conflict with the bylaws, or might have actually been what amounted to motions to Amend Something Previously Adopted, or not within the purview of the Board, or.... well, you get the idea.

It is not entirely inconceivable that certain requirements were not met in the adoption of these motions, such as bylaw-required notice, possibly a 2/3 vote (or vote of entire membership), or who knows what else, raising the specter that a Point of Order deemed well taken could cause these motions to be null and void.