Guest Rob Posted March 5, 2013 at 12:59 AM Report Share Posted March 5, 2013 at 12:59 AM I have a duel relationship with a board of directors.1. I am an independent contractor (association manager) serving as executive director to an association.2. In the bylaws, it says the executive director is a full member of the board of directors.The board met and merged the association/corporation (really disolved it) into another professional association. I was not informed that the discussions were happening and was not informed of the board meeting (time, day, topics...) when the decision was ultimately made.a. I wonder, under my duel relationship to the association, is this acceptable?b. Can they say this was an employment issue and therefore I should not be in the room?c. Is it ok to ever have a board meeting without telling all board members of the meeting?d. If not, did they have a legitimate meeting?e. Lastly, should I resign the board while I finish out the 30 day period under our contract?I honestly do not plan to protest but want to understand the situation.Thanks,Rob Link to comment Share on other sites More sharing options...
Josh Martin Posted March 5, 2013 at 01:09 AM Report Share Posted March 5, 2013 at 01:09 AM a. I wonder, under my duel relationship to the association, is this acceptable?No. If you are a full member of the Board of Directors, you have a right to be notified of and attend all meetings.b. Can they say this was an employment issue and therefore I should not be in the room?Sure, but it doesn't change that, as a member, you have a right to be notified of an attend all meetings.c. Is it ok to ever have a board meeting without telling all board members of the meeting?No.d. If not, did they have a legitimate meeting?No.e. Lastly, should I resign the board while I finish out the 30 day period under our contract?That's up to you. Link to comment Share on other sites More sharing options...
jstackpo Posted March 5, 2013 at 01:09 AM Report Share Posted March 5, 2013 at 01:09 AM a. No, but not because of any dual capacity. You are a Board member; you should be notified of all Board meetings.b. Well, they can say it, but that doesn't change anything. See a.c. Nope. p. 251d. Probably, but you have grounds for contesting (do any good? I dunno) the decisions reached at the meeting.e. That one is up to you. I suspect it would be wise not to endanger your contract obligations in any way. Link to comment Share on other sites More sharing options...
Josh Martin Posted March 5, 2013 at 01:17 AM Report Share Posted March 5, 2013 at 01:17 AM d. Probably, but you have grounds for contesting (do any good? I dunno) the decisions reached at the meeting.Hm. I'm not sure it makes any difference, but since the violation was whether the notice was proper (in that it was not sent to all members), it would seem to me that the meeting itself is invalid. Link to comment Share on other sites More sharing options...
jstackpo Posted March 5, 2013 at 01:46 AM Report Share Posted March 5, 2013 at 01:46 AM Good point, well taken.But it still will (or would if he was of a mind to) require effort on the part of the un-notified member to set things right. Link to comment Share on other sites More sharing options...
sMargaret Posted March 5, 2013 at 01:47 AM Report Share Posted March 5, 2013 at 01:47 AM I have a duel relationship with a board of directors.Freudian slip? I would wonder about the whole "The board met and merged the association/corporation (really disolved it) into another professional association." - is there also a general membership, who may also expect to play a part in these decisions?If the OP wishes to pursue this, there would be some parliamentary grounds to do so. If the OP does not wish to pursue this, I would concur with the resigning from the Board option - you don't want to be seen as condoning this behaviour by the board. Go for a dignified protest and resignation. Link to comment Share on other sites More sharing options...
J. J. Posted March 5, 2013 at 03:30 AM Report Share Posted March 5, 2013 at 03:30 AM I would not advise you to resign, but to forcefully (under the rules) assert your right to notice of that meeting. Link to comment Share on other sites More sharing options...
Guest Edgar Posted March 5, 2013 at 03:41 AM Report Share Posted March 5, 2013 at 03:41 AM Go for a dignified protest and resignation.I would not advise you to resign, but to forcefully (under the rules) assert your right to notice of that meeting.I'm with Ms. Summer on this one. Link to comment Share on other sites More sharing options...
Guest Rob Posted March 5, 2013 at 04:36 AM Report Share Posted March 5, 2013 at 04:36 AM Thanks for all the great information.There is an issue with the "merging" of the association. There is a general membership and the change was not presented or put to a vote. I believe this is a bylaw violation but the board seems to be not addressing this issue. Unrest is moving and at least one group of 20 members is threatening some action.The association has nearly $400K in reserves that will be used largely to fund a thrid entity that is a for-profit and designed to drive business to select members of both (soon to be one) association. All association members will be given the opportunity to buy into the third entity, referred to as a co-op, but if they do not pay the additional fee, they will not benefit from the co-op.Eight of my board members are co-owners/co-op members of the third entity/co-op. Some of the board members of the association being merged into are also co-op partners.How, if at all, does this change/enhance you discussions points above?Thanks agian,Rob Link to comment Share on other sites More sharing options...
Guest Guest Posted March 5, 2013 at 06:20 AM Report Share Posted March 5, 2013 at 06:20 AM What/where is the citation that the meeting is invalid for lack of proper notice? Does this only apply to a special meeting or a regular meeting as well, where the member customarily receives notice/invitation? Link to comment Share on other sites More sharing options...
Guest Guest Posted March 5, 2013 at 06:23 AM Report Share Posted March 5, 2013 at 06:23 AM What/where is the citation that the meeting is invalid for lack of proper notice? Does this only apply to a special meeting or a regular meeting as well, where the member customarily receives notice/invitation? Link to comment Share on other sites More sharing options...
jstackpo Posted March 5, 2013 at 08:50 AM Report Share Posted March 5, 2013 at 08:50 AM Notice: p. 89, p. 91.Guest_Rob meditated: "I believe this is a bylaw violation..." Best you read the bylaws now; transform your "belief" into a certainty one way or another, particularly with almost half a million at stake! Link to comment Share on other sites More sharing options...
Josh Martin Posted March 5, 2013 at 11:41 PM Report Share Posted March 5, 2013 at 11:41 PM How, if at all, does this change/enhance you discussions points above?Well, I agree with you that the merger likely violates the Bylaws. Unless your Bylaws have customized procedures, a merger requires that the organization follow the same procedures as for amending its Bylaws, which generally means a vote by the general membership with some requirement of previous notice. See RONR, 11th ed., pgs. 562-563; pgs. 580-582. So it looks like lack of proper notice is not the only problem with the board's actions.The other comments you've raised seem beyond the scope of parliamentary procedure - and are likely moot anyway, since the merger itself may be null and void. I think the other points do suggest, however, that there are likely legal issues involved here, which means that members wishing to contest this may need to consult a lawyer.What/where is the citation that the meeting is invalid for lack of proper notice?See RONR, 11th ed., pg. 91, lines 31-35; pg. 251, lines 3-6, 20-23; pg. 263, line 29 - pg. 264, line 5.Does this only apply to a special meeting or a regular meeting as well, where the member customarily receives notice/invitation?It depends on how the regular meetings are scheduled. See RONR, 11th ed., pg. 89, lines 5-15. Link to comment Share on other sites More sharing options...
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