Lawyers attending a Board of Directors meeting./Audio Recording

[barryjhealy]

The S Corp that I am a Board member of is having its annual meeting in January. During the last year a fellow board member has filed/lost/and appealed a lawsuit against the very Corp he is a Director of. He will likely have his attorney at the meeting. Can he do this and if not how do we prohibit this. He will also demand we record the meeting with an audio recording I am sure. How do we prohibit this as well. Thank You.

[George Mervosh]

As far as the rules in RONR are concerned, non members have no right to be in the meeting room:

"A society has the right to determine who may be present at its meetings and to control its hall while meetings are in progress; but all members have the right to attend except in cases where the bylaws provide for the automatic suspension of members who fall in arrears in payment of their dues, or where the society has, by vote and as a penalty imposed for a specific offense, forbidden attendance. "  RONR (11th ed. ), p. 644

Also, no rule in RONR grants him any right to demand the meeting be recorded.  

[Greg Goodwiller, PRP]

In terms of process, I would add that a motion to exclude visitors from the meeting (if they are normally allowed, and assuming your bylaws do not require meetings to be open to the public) could be offered by any member. The motion would require a second and a majority vote.

Regarding recording, the member may move that the meeting be recorded, but as stated by Mr. Mervosh, he cannot require it. His motion would likewise require a second and a majority vote for adoption.

So if a majority of the members of your board are in agreement, they have the right to determine that the member's attorney may not be present and that the meeting will not be recorded.

[barryjhealy]

nt

Edited December 4, 2017 at 07:52 PM by barryjhealy

[barryjhealy]

47 minutes ago, Greg Goodwiller said:

Quote

In terms of process, I would add that a motion to exclude visitors from the meeting (if they are normally allowed, and assuming your bylaws do not require meetings to be open to the public) could be offered by any member. The motion would require a second and a majority vote.

Regarding recording, the member may move that the meeting be recorded, but as stated by Mr. Mervosh, he cannot require it. His motion would likewise require a second and a majority vote for adoption.

So if a majority of the members of your board are in agreement, they have the right to determine that the member's attorney may not be present and that the meeting will not be recorded.

 

Thank you both for your responses. When this litigious director (who is a brother)refuses to abide by any motions to exclude lawyer or halt a recording(highly likely)what would the proper procedure be to continue? Do we adjourn the meeting or must we continue. Would we call for point of order or what would the best advise be?  

 

Edited December 4, 2017 at 07:58 PM by barryjhealy

[jstackpo]

Exclude the member himself from the meeting if he is clearly disrupting proceedings.   See RONR, p. 644ff. for the proper careful steps to take to do so.

Check with a lawyer, however, to see if the Laws about "S Corps" have anything to say about the matter.

[Guest Who's Coming to Dinner]

It may also be possible to move for a recess, during which time you privately make clear to the member that he and his attorney are about to be ejected when the meeting resumes. They may shape up or leave on their own. This is preferable to a standoff requiring you to call the police.