executive committee meeting

[Guest loreen]

If one of the executive committee members was not notified of a committee meeting, by accident or on purpose, are the actions taken at that meeting valid or invalid?

[Edgar Guest]

Invalid.

 

I'll assume this was a "special" meeting (i.e. not a regularly scheduled meeting) and that your bylaws provide for special meetings and that they also say how much notice must be given.

[Hieu H. Huynh]

Business can validly be conducted only in a regular or properly called meeting of which every member has been notified and at which a quorum is present.

[Richard Brown]

If one of the executive committee members was not notified of a committee meeting, by accident or on purpose, are the actions taken at that meeting valid or invalid?

Even though the answers by Mr. Guest and Mr. Huynh (who, incidentally has never told us how to pronounce his name even though he promised to do so a few weeks ago....) are correct according to the provisions of RONR, do not despair..... yet....  because all hope is not lost for legitimizing the illegitimate actions of your executive committee. 

 

You have a couple of possible courses of action here.   First, if your organization is incorporated, your state's corporation laws might provide for waiver of notice and/or unanimous consent to action taken in lieu of a meeting.  (it's called different things in different states, but essentially allows corporate boards to take action or ratify actions from an inquorate meeting by a written consent from ALL members of the board or committee). 

 

A second option, if the decisions made were relatively non-controversial and were adopted with unanimous or near unanimous consent, you could proceed under the assumption (and hope....and even maybe a prayer) that the action taken can be and would be ratified at a later regular or properly called special meeting of the executive committee, the full board, or the membership.  If so, move ahead, full steam ahead, and have the action ratified (hopefully) at the next meeting.  

 

The danger in that is that if the actions are not approved by being ratified later, those who made the decision to move forward full steam ahead can find themselves in a bit of a pickle, both from a disciplinary standpoint and from a financial standpoint if their actions cost the organization any money.

 

Edited to add:  I've been rather lax lately in providing citations to pertinent provisions in RONR.   If you need a citation for something we have told you, just ask. 

[Dan Honemann]

Even though the answers by Mr. Guest and Mr. Huynh (who, incidentally has never told us how to pronounce his name even though he promised to do so a few weeks ago....) are correct according to the provisions of RONR, do not despair..... yet....  because all hope is not lost for legitimizing the illegitimate actions of your executive committee. 

 

You have a couple of possible courses of action here.   First, if your organization is incorporated, your state's corporation laws might provide for waiver of notice and/or unanimous consent to action taken in lieu of a meeting.  (it's called different things in different states, but essentially allows corporate boards to take action or ratify actions from an inquorate meeting by a written consent from ALL members of the board or committee). 

 

A second option, if the decisions made were relatively non-controversial and were adopted with unanimous or near unanimous consent, you could proceed under the assumption (and hope....and even maybe a prayer) that the action taken can be and would be ratified at a later regular or properly called special meeting of the executive committee, the full board, or the membership.  If so, move ahead, full steam ahead, and have the action ratified (hopefully) at the next meeting.  

 

The danger in that is that if the actions are not approved by being ratified later, those who made the decision to move forward full steam ahead can find themselves in a bit of a pickle, both from a disciplinary standpoint and from a financial standpoint if their actions cost the organization any money.

 

Edited to add:  I've been rather lax lately in providing citations to pertinent provisions in RONR.   If you need a citation for something we have told you, just ask. 

 

Okay, but please keep in mind that we frown on posting responses to questions which haven't been asked, especially when they refer to rules other than those found in RONR.