Quorum

[Guest Guest]

If a quorum of a Board of Directors is 7 and there are 7 Board of Directors discussing business matters is this considered a meeting.

[Transpower]

I infer from your question that this is a "special" meeting, not a "regular" meeting.  However, you must give notice to all board members that a special meeting is to occur.  I infer that you have not done so, so your situation cannot be considered a meeting.

[Richard Brown]

It could be.  And it could not be.  Were ALL board members present, or just a quorum?   Was proper notice given?  If no notice was given but ALL members were present, it could be considered a meeting.  However, if even one board member was absent, it would not be a legitimate meeting.  They could, however, discuss things informally as much as they want to.  They just can't take any official action.

 

Page 81 of RONR defines a meeting as follows:

"A meeting of an assembly is a single official gathering of its members in one room or area to transact business for a length of time during which there is no cessation of proceedings and the members do not separate, unless for a [page 82] short recess, as defined below. (For modification of the "one-room-or-area" requirement when the bylaws authorize electronic meetings, see pp. 97–99.) Depending on the business to be transacted, a meeting may last from a few minutes to several hours."

 

As to a lack of notice, or lack of proper notice, RONR says the following on pages 263-264 as to whether the lack of notice can be waived if all of the members are present:

"Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting [page 264] business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent.*

 

I interpret the latter provision as indicating that if ALL members of the board are present and they all consent to having a meeting and conducting business, the may do so.  If even one member is absent, it is not a proper meeting.

[Timothy]

The rules protecting absentees can't be suspended with someone absent, but that doesn't necessarily answer the original question. Depending on the rules, there may be no rules to suspend, so a quorum may be all that is needed to have an official meeting.

[Dan Honemann]

The rules protecting absentees can't be suspended with someone absent, but that doesn't necessarily answer the original question. Depending on the rules, there may be no rules to suspend, so a quorum may be all that is needed to have an official meeting.

 

... keeping in mind, of course, that the meeting must be a regular or properly called meeting of which every member has been notified.

[Kim Goldsworthy]

If a quorum of a Board of Directors is 7

and there are 7 Board of Directors discussing business matters

is this considered a meeting.

No.

 

The presence of a quorum's worth of directors at a:

* BBQ

* cocktail party

* baseball game

* birthday party

* car pool

(etc.)

. . . does not turn that event into a meeting of the organization where business can be transacted in an official capacity.

 

They are free to DISCUSS, to PLAN, to COMPARE NOTES, to NETWORK, [...], whatever they wish, at dinner party or soccer game.

 

But they cannot do business in the name of the organization in which they are common members.

No voting.

No binding decisions.

[Josh Martin]

If a quorum of a Board of Directors is 7 and there are 7 Board of Directors discussing business matters is this considered a meeting.

 

Only if the meeting is properly called and every member has been notified.

 

I interpret the latter provision as indicating that if ALL members of the board are present and they all consent to having a meeting and conducting business, the may do so.

 

No. See here.