quorum at Executive Meeting vs Board Meeting

[Peter Square]

Our Coop has an executive board of 4 members and the board has 9 members.  All meetings are open to the public but the EC maintains that I as a board member can not attend

executive sessions because 5 board members at any one time constitutes a quorum for a regular board meeting.  Are they right?

[Hieu H. Huynh]

Members of the body that is meeting have the right to attend.

[Richard Brown]

14 minutes ago, Peter Square said:

Our Coop has an executive board of 4 members and the board has 9 members.  All meetings are open to the public but the EC maintains that I as a board member can not attend

executive sessions because 5 board members at any one time constitutes a quorum for a regular board meeting.  Are they right?

Members of the body that is meeting have a right to attend the meetings in executive session.  Are you a member of the executive committee?  If so, you have a right to attend.  Others can be permitted to attend by majority vote of the executive committee.

I believe the person objecting to this is thinking of state Open Meetings Laws, sometimes called Sunshine Laws, that prohibit a quorum of the members of a public body from getting together to discuss the body's business.  Unless your organization is a public body, such as a city council, school board, or public board or commission, those open meetings laws probably do not apply. 

Edited to add:  You are referring to EXECUTIVE SESSIONS of the Executive Board and not to regular meetings of the Executive Board, right?

Edited September 26, 2016 at 02:50 PM by Richard Brown
Added last paragraph

[Bruce Lages]

While the previous two responses spell out RONR's statements on this subject, you need to explain in more detail your statement that "all meetings are open to the public". Depending on where that statement is found in your governing documents and its exact wording, the answer to your question may be different.

[Peter Square]

Our coop by-laws name the four Officers as members of the Executive Committee(EC) but no other provisions or statement of its duties. Our EC meets a week before the regular board meeting. Many items are discussed and I feel that they short-cut the board. I have tried to attend as a none officer but they say my attendance at their meeting would create a regular board meeting because there would be 5 of our 9 board members thus a regular meeting. Our by By-Laws state that Robert's Rules apply.

Questions:

What are the powers of the EC if not detailed?

Can they refuse my attendance at their meeting and do 5 members gathering automatically create a regular board meeting?

[George Mervosh]

1) They have no powers if none are specified in the bylaws.

2) They can refuse to allow non "EC" members to attend under the rules in RONR.

3) No. A board meeting must  be properly called for it to be a proper board meeting.  

 

 

Edited December 13, 2016 at 08:25 PM by George Mervosh

[Peter Square]

Mr Mervosh I appreciate your timely response. Question, "how can one monitor the EC to make sure that they are not usurping the board if open attendance is denied?" As a minority dissident what actions are possible to restrict the EC?

[George Mervosh]

Your executive committee has no powers.  Even if they did, they can't do anything that conflicts with any action taken by the board.  About all they can do is sit and chat about the organization, strategize perhaps, or play poker and drink.  If they try and do something official, business wise, in that setting, it's all null and void since you've said the bylaws don't confer any powers to them.

[Richard Brown]

2 hours ago, Peter Square said:

Mr Mervosh I appreciate your timely response. Question, "how can one monitor the EC to make sure that they are not usurping the board if open attendance is denied?" As a minority dissident what actions are possible to restrict the EC?

The organization can adopt a special rule of order granting members of the board and/or the organization the right to attend executive committee meetings. An exception is often provided for executive sessions.

A similar rule can be adopted granting organization members the right to attend board meetings.

[Shmuel Gerber]

On 12/13/2016 at 3:12 PM, Peter Square said:

Our coop by-laws name the four Officers as members of the Executive Committee(EC) but no other provisions or statement of its duties.

 

14 hours ago, George Mervosh said:

About all they can do is sit and chat about the organization, strategize perhaps, or play poker and drink.

I think it is highly unlikely that the organization has provided for an executive committee in the bylaws in order for its members to simply chat and play games.

[jstackpo]

 

47 minutes ago, Shmuel Gerber said:

I think it is highly unlikely that the organization has provided for an executive committee in the bylaws in order for its members to simply chat and play games.

What do you propose that the powerless ExecComm might do  (other than perhaps read the bylaws carefully and see if there are some powers vested in the ExecComm after all)?

[George Mervosh]

21 hours ago, Richard Brown said:

 

I can't get rid of this box for some reason, but to followup on SG's comments, I agree they probably didn't want the EC to be powerless, but if we take the OP at his word, I'm open for ideas as to what they can really do.

[Shmuel Gerber]

10 hours ago, George Mervosh said:

I can't get rid of this box for some reason, but to followup on SG's comments, I agree they probably didn't want the EC to be powerless, but if we take the OP at his word, I'm open for ideas as to what they can really do.

In the absence of specific listed duties, I would think that an executive committee could at least make recommendations to the board of directors, implement decisions of the board when the details have not been fully worked out by the board itself, and implement decisions of the society's assembly in matters that cannot wait until the next board meeting. (Cf. p. 577, l. 34 to p. 578, l.4)

[Kim Goldsworthy]

A powerless body can be considered to be an unauthorized committee.

Except that, here, per the original poster, this EC body is authorized (to exist, and therefore, to meet).

So, this EC body has all the powers of the powerless -- i.e., the powers of a committee. -- A committee without a charge (i.e., without instruction, without a task).

[George Mervosh]

11 hours ago, Shmuel Gerber said:

In the absence of specific listed duties, I would think that an executive committee could at least make recommendations to the board of directors, implement decisions of the board when the details have not been fully worked out by the board itself, and implement decisions of the society's assembly in matters that cannot wait until the next board meeting. (Cf. p. 577, l. 34 to p. 578, l.4)

Makes sense. Thanks.  Given that short list our original poster should be somewhat reassured that none of those things would be considered usurping the board's authority.