Informal Action

[rwarner]

Our bylaws allow for the taking of an email vote.  My question concerns if the action must be initiated by the Board President, or can any voting member of the Board initiate the action?  This is the language from the bylaws.

 

 

Section 12.   Informal Action.  Any action required to be taken at a meeting of the Board of Directors, or any other action which may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors entitled to vote with respect to the subject matter thereof.  Such consents may be given in writing on and/or by facsimiles or email, which includes a copy or other reproduction or counterpart of the resolution stating the action to which consent is given. 

[Hieu H. Huynh]

It will ultimately be up to your organization to interpret your bylaws. Any details dealing with e-mail voting would have to be addressed in your rules since RONR does not recommend conducting business by e-mail.

 

In a board meeting, any board member can make a motion and adopting the motion would usually require a majority vote. Outside of this, it will be up to your organization to decide if "action must be initiated by the Board President" or "any voting member of the Board".

[Edgar Guest]

My question concerns if the action must be initiated by the Board President, or can any voting member of the Board initiate the action?

 

Nothing in the excerpt you quoted gives any special status to your board's president. In fact, it doesn't even mention the president,

 

That said (and, nothing personal), those are pretty crappy bylaws. Why, for example, would a legitimate act of the board be described as an "informal action"?

[Richard Brown]

That said (and, nothing personal), those are pretty crappy bylaws. Why, for example, would a legitimate act of the board be described as an "informal action"?

The quoted bylaw provision seems to pretty much track statutes I've seen regarding "informal" action by a corporate board in lieu of a meeting if all members consent to the action in writing.  Taking a wild guess here, I'm thinking they are considering an actual board meeting pretty formal, but a consent agreed to by the members in writing or via mail or email to be rather less formal than a "formal meeting".

 

I personally probably would have titled that provision "Action in lieu of a meeting", but they didn't ask me before they drafted it.

[Gary c Tesser]

"... I personally probably would have titled that provision "Action in lieu of a meeting", but they didn't ask me before they drafted it. :)"

 

Their loss.