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Officers absent at special board meeting called by minority members.


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In a not-for profit religious corporation the members elect the trustees who in-turn elect officers. Total trustees 16, total officers 6.  The minority group is 6 trustees and they are being bypassed and the officer are not disclosing o r doing things which are not according to bylaws. the 6 members called for a special Board meeting to discuss these issues. The President sent the notice of the Board meeting to all but only seven attended the meeting, the 6 who called and the President. Because of lack of quorum the meeting was not held. What is the responsibility of the officers to attend the duly called board meeting. Can they be forced to attend?

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Only a legislative assembly can use Call of the House to compel attendance.  Your rules could be amended to provide for penalties for non-attendance.  For example, some organizations provide that board members lose their board position if they miss 3 consecutive meetings.  You can't force people to attend, though, at least not without committing a crime.

Edited to add:  Laws such as kidnapping are not procedural laws, and so the fact that a motion involves kidnapping someone doesn't mean it's out of order, just that it's a bad idea.

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3 hours ago, NUN said:

What is the responsibility of the officers to attend the duly called board meeting.

They have a responsibility to attend.

3 hours ago, NUN said:

Can they be forced to attend?

Board members could be disciplined for failing to attend board meetings, including removal from the board, but this power likely rests with the membership, not the board. I concur with Mr. Kass that the board cannot compel attendance in the same way that a legislative assembly can, which involves arresting absent members.

3 hours ago, Joshua Katz said:

Your rules could be amended to provide for penalties for non-attendance.  For example, some organizations provide that board members lose their board position if they miss 3 consecutive meetings.

Board members may be disciplined for missing meetings even without such rules, although if the desire is to make removal automatic, that would certainly require an amendment to the bylaws.

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10 hours ago, Joshua Katz said:

Only a legislative assembly can use Call of the House to compel attendance.  Your rules could be amended to provide for penalties for non-attendance.  For example, some organizations provide that board members lose their board position if they miss 3 consecutive meetings.  You can't force people to attend, though, at least not without committing a crime.

Edited to add:  Laws such as kidnapping are not procedural laws, and so the fact that a motion involves kidnapping someone doesn't mean it's out of order, just that it's a bad idea.

I have seen By-laws that state it's three meetings in a one year period without 'valid' reason. Normally that would mean you are able to attend but didn't bother to attend. Being sick or at work would normally be acceptable reasons.

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On 9/17/2017 at 11:10 AM, Rev Ed said:

I have seen By-laws that state it's three meetings in a one year period without 'valid' reason. Normally that would mean you are able to attend but didn't bother to attend. Being sick or at work would normally be acceptable reasons.

Someone still has to decide whether the reason is "valid" or not, so this strikes me as unnecessarily vague.

I would recommend that the language "three unexcused absences" be used instead.  Whether a given absence is excused or not can be unambiguously decided by a Request to Be Excused From a Duty, offered before or after the fact, or moved by another member on the occasion of the absent member's absence.

I would expect nearly all such requests to be granted routinely by unanimous consent, but in particular cases of abuse, or absence from a particularly critical meeting, the validity of the reason for the request might become a matter of debate.

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On 9/18/2017 at 1:01 PM, Gary Novosielski said:

Someone still has to decide whether the reason is "valid" or not, so this strikes me as unnecessarily vague.

I would recommend that the language "three unexcused absences" be used instead.  Whether a given absence is excused or not can be unambiguously decided by a Request to Be Excused From a Duty, offered before or after the fact, or moved by another member on the occasion of the absent member's absence.

I would expect nearly all such requests to be granted routinely by unanimous consent, but in particular cases of abuse, or absence from a particularly critical meeting, the validity of the reason for the request might become a matter of debate.

True.

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