Jump to content
The Official RONR Q & A Forums

Can a board take action without a meeting?


Guest Fran

Recommended Posts

Can a Board take action without a meeting provided 2/3 of the board consents to such action in writing and approves such action at a subsequent regular or special meeting? Consent in writing includes communications by electronic mail, facsimile or other electronic communication.

Link to comment
Share on other sites

Can a Board take action without a meeting provided 2/3 of the board consents to such action in writing and approves such action at a subsequent regular or special meeting? Consent in writing includes communications by electronic mail, facsimile or other electronic communication.

 

Yes, but unless your bylaws provide otherwise, it is not an official act of the board until the "approves such action at a subsequent regular or special meeting" part.

 

"The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body. If action is taken on such a basis, it must be ratified (pp. 124–25) at a regular or properly called board meeting in order to become an official act of the board." (RONR, 11th ed., pg. 487)

Link to comment
Share on other sites

Thank you.  Our Bylaws contain the language cited above.  Our Chairman was concerned about whether we could take informal action with 2/3 written consent before ratification at our subsequent board meeting because she read the language to mean that "no action can be made until the meeting is convened and proposed action is approved."  She also expressed concern that "what if a board member may approve an action at first (in writing), but then changes his/her mind and does not approve the action at a subsequent meeting."   To my mind, it seems pointless to have language allowing for informal action prior to ratification at meeting if you have to actually meet to proceed.  Based on your answer i assume we can take action but it would not be considered "official" until approved at the meeting. Still, it seems we are authorized to take action with 2/3 written consent of the Board prior to ratification at the next meeting?

Link to comment
Share on other sites

Thank you.  Our Bylaws contain the language cited above.  Our Chairman was concerned about whether we could take informal action with 2/3 written consent before ratification at our subsequent board meeting because she read the language to mean that "no action can be made until the meeting is convened and proposed action is approved."  She also expressed concern that "what if a board member may approve an action at first (in writing), but then changes his/her mind and does not approve the action at a subsequent meeting."   To my mind, it seems pointless to have language allowing for informal action prior to ratification at meeting if you have to actually meet to proceed.  Based on your answer i assume we can take action but it would not be considered "official" until approved at the meeting. Still, it seems we are authorized to take action with 2/3 written consent of the Board prior to ratification at the next meeting?

Link to comment
Share on other sites

Thank you... Our Chairman was concerned about whether we could take informal action with 2/3 written consent before ratification at our subsequent board meeting because she read the language to mean that "no action can be made until the meeting is convened and proposed action is approved." ...

Yes, I would be concerned too, and I'm surprised, Guest_Fran, that you don't mention that you're concerned, too. You're not?

But since it's in your bylaws, I don't think it's really necessarily informal action -- but that does depend on what the bylaws actually say.

... She also expressed concern that "what if a board member may approve an action at first (in writing), but then changes his/her mind and does not approve the action at a subsequent meeting."...

Good for her. It's valid, maybe alarming, consideration. It doesn't bother you too?

... To my mind, it seems pointless to have language allowing for informal action prior to ratification at meeting if you have to actually meet to proceed....

Good point. I'll first say, look again at whether it's really informal action, since maybe the bylaws authorize it -- depending on exactly what the bylaws say. That may be your conundrum, or part of it, or one of them if you think of your problem as more than one conundrum. That's part of why a group's acting outside of a meeting context is dicey. And so, why rules allowing a group to act without meeting together have to be stringently written. Most group's rules aren't. To their dismay. Looks like yours.

Based on your answer i assume we can take action but it would not be considered "official" until approved at the meeting....

Again, that depends on what your bylaws say, doesn't it? Would you agree that whatever action your bylaws authorize is, maybe by definition, official? So when your bylaws say you can act, but then throws in qualifiers, that's why we're wringing our hands and beating our heads on a wall?

... Still, it seems we are authorized to take action with 2/3 written consent of the Board prior to ratification at the next meeting?

Hmm. You know, it occurs to me that maybe that depends on what the bylaws say.

Ya think?

Link to comment
Share on other sites

Thank you.  Our Bylaws contain the language cited above.  Our Chairman was concerned about whether we could take informal action with 2/3 written consent before ratification at our subsequent board meeting because she read the language to mean that "no action can be made until the meeting is convened and proposed action is approved."  She also expressed concern that "what if a board member may approve an action at first (in writing), but then changes his/her mind and does not approve the action at a subsequent meeting."   To my mind, it seems pointless to have language allowing for informal action prior to ratification at meeting if you have to actually meet to proceed.  Based on your answer i assume we can take action but it would not be considered "official" until approved at the meeting. Still, it seems we are authorized to take action with 2/3 written consent of the Board prior to ratification at the next meeting?

 

So far as RONR is concerned, the board members may take action outside of a meeting, but if they do so, they do so as individuals, not as the board. The board can only take action at a properly called meeting with a quorum present, and the board may ratify an action taken by individual board members at such a meeting. If the action is not ratified, the members who took the action are personally liable for it. This could be problematic, especially if it involved spending money. There is no 2/3 requirement in RONR that 2/3 of the board members must agree to an action of this nature, although that would seem to increase the likelihood that the action will later be ratified.

 

You suggest that your bylaws say something on this topic, and that would supersede RONR. It is up to your organization to interpret its own bylaws.

 

So it's an act of the board but not an official act of the board?

 

It is not an act of the board at all. I used "official act" because it is the same term used in RONR. I don't think there is such a thing as an "unofficial" act of the board in RONR, so I wouldn't read too much into it.

Link to comment
Share on other sites

After an absence of eight to ten years, I'm going to weigh in here.  It's nice to see lots of familiar names.  :-)

 

I agree with all of the answers above, but if this organization is incorporated, you might check the statutes governing the powers of a Board of Directors in your state.  They often provide that the Directors or a committee thereof may take action without a meeting as long as all of the members entitled to vote on the issue sign a written consent and file it with the records of the board.  That would normally be all board members. 

 

However, your bylaws may restrict that right. That is a legal issue and beyond the scope of the advice we provide. And, as Josh Martin said, it is up to your organization to interpret its own bylaws.  I'm just pointing out that if you are incorporated, state law might enable the Board to act without a meeting.  Your bylaws seem to contain some rather unusual provisions re taking action without a meeting, but to be ratified at a later meeting.

Link to comment
Share on other sites

It is not an act of the board at all. I used "official act" because it is the same term used in RONR. I don't think there is such a thing as an "unofficial" act of the board in RONR, so I wouldn't read too much into it.

 

Okay. I was just a bit concerned when you answered "Yes" to the question, "Can a Board take action without a meeting . . . ". I think we're (once again) on the same page. Thanks.

Link to comment
Share on other sites

Archived

This topic is now archived and is closed to further replies.

×
×
  • Create New...