chinafleet Posted November 20, 2015 at 06:40 PM Report Share Posted November 20, 2015 at 06:40 PM We are a small society with a Board of 9: 4 officers and 5 directors. Recently the officers had a secret "executive" session of only the officers. Our bylaws makes no provision for an executive Board vs 'the board'. They since have stated it was just 4 friends getting together but are trying to implement decisions made at that meeting.Is that legal and any suggestions on how to handle this? Thank you Link to comment Share on other sites More sharing options...
Josh Martin Posted November 20, 2015 at 07:05 PM Report Share Posted November 20, 2015 at 07:05 PM We are a small society with a Board of 9: 4 officers and 5 directors. Recently the officers had a secret "executive" session of only the officers. Our bylaws makes no provision for an executive Board vs 'the board'. They since have stated it was just 4 friends getting together but are trying to implement decisions made at that meeting.Is that legal and any suggestions on how to handle this?The officers can get together if they want, but they have no authority to make any decisions, and individual officers only have the authority granted by the society or the bylaws. So inform them that these decisions will need to be made as motions at a meeting of the board. If they continue to act without board authorization, see FAQ #20. Link to comment Share on other sites More sharing options...
Rev Ed Posted November 20, 2015 at 09:10 PM Report Share Posted November 20, 2015 at 09:10 PM They since have stated it was just 4 friends getting together but are trying to implement decisions made at that meeting.Is that legal and any suggestions on how to handle this? There is nothing wrong with four friends getting together for a cup of coffee. If they end up discussing issues relating to the organization, then so be it. How are they trying to implement these ideas? If one of the 'four friends' makes a motion to do something, at the appropriate time, it is totally legitimate. Also, as there are five other members, those four members do not constitute a majority and require at least one other member to vote for them - no guarantee that will happen. Link to comment Share on other sites More sharing options...
Guest Ruth Posted November 20, 2015 at 11:55 PM Report Share Posted November 20, 2015 at 11:55 PM Don't ask me why but the bylaws state that 4 members of the Board shall constitute a quorum for transaction of all business. BUT in another place it stipulates the Pres. can only vote in the event of a tie.At this meeting one thing they decided was to give a committee chair a 'co-chair' and the chair was notified of that by the secretary. Link to comment Share on other sites More sharing options...
Josh Martin Posted November 21, 2015 at 12:03 AM Report Share Posted November 21, 2015 at 12:03 AM Don't ask me why but the bylaws state that 4 members of the Board shall constitute a quorum for transaction of all business. BUT in another place it stipulates the Pres. can only vote in the event of a tie. Okay. This doesn't change my previous response. At this meeting one thing they decided was to give a committee chair a 'co-chair' and the chair was notified of that by the secretary. Do your bylaws give any of the officers (such as the President) the authority to appoint committee members? If so, I suppose that is what happened. If not, then inform the officers that they have no authority to do this and that they should stop proclaiming to do things they lack the authority to do. If they don't listen, see FAQ #20. You should also inform the committee chairman and the supposed co-chairman that the appointment is invalid. Link to comment Share on other sites More sharing options...
Guest Ruth Posted November 21, 2015 at 12:12 AM Report Share Posted November 21, 2015 at 12:12 AM It gives the Board the authority to appoint chairs for 4 specific jobs...only. Link to comment Share on other sites More sharing options...
Josh Martin Posted November 21, 2015 at 12:15 AM Report Share Posted November 21, 2015 at 12:15 AM It gives the Board the authority to appoint chairs for 4 specific jobs...only. Then who has the authority to appoint everything else? In any event, it sounds like the officers certainly don't have the authority to appoint a "co-chairman" for the committee, and it sounds like the board might not have that authority either. Link to comment Share on other sites More sharing options...
Guest Ruth Posted November 21, 2015 at 12:26 AM Report Share Posted November 21, 2015 at 12:26 AM It would seem they are using the phrase that 4 members (of the Board) shall constitue a quorum of the Board for transaction of all business. Link to comment Share on other sites More sharing options...
Gödel Fan Posted November 21, 2015 at 12:44 AM Report Share Posted November 21, 2015 at 12:44 AM So, if I'm understanding that last argument correctly, the claim is that, by establishing that 4 board members constitute a quorum for the transaction of all business, the bylaws authorize any 4 members of the board, at any time they happen to be together, to do whatever they want, including exercise powers they don't have, since that falls under "all business"? That's a rather absurd claim. Link to comment Share on other sites More sharing options...
Richard Brown Posted November 21, 2015 at 12:55 AM Report Share Posted November 21, 2015 at 12:55 AM Even if only four members constitute a quorum, ALL board members would have to be sent notices of the special meetings in keeping with your bylaw provisions for special meetings. If your bylaws don't authorize special meetings, then they can't be held, regardless of how many show up. Those people wanting to have the special meeting can't pick and choose which members to notify. They must notify all members unless you have a strange rule to the contrary. As others have pointed out, you do not have an "executive board" unless one is authorized in the bylaws. The officers can't simply designate themselves an "executive board" with whatever powers they want. The board and its powers must be spelled out in the bylaws. Link to comment Share on other sites More sharing options...
Guest Ruth Posted November 21, 2015 at 03:53 AM Report Share Posted November 21, 2015 at 03:53 AM Thank you all for your replies. You never let me down! The bylaws gives the Board the right to call a special meeting of the club, but says nothing about special Board meetings. In this instance it was first called a "secret executive meetings' and after the fact became a meeting of 4 friends.We WILL be working to amend these bylaws. Link to comment Share on other sites More sharing options...
Guest Nancy N. Posted November 21, 2015 at 11:37 AM Report Share Posted November 21, 2015 at 11:37 AM .... We WILL be working to amend these bylaws. The bylaws aren't the particular problem here. Link to comment Share on other sites More sharing options...
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