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Exclusion of Executive Board Member


Guest Dawn Lybxh
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Can the President of a non-profit organization specifically exclude notifying the Secretary of the Organization, who is also a member of the Executive Board, of meetings of the Executive Board to achieve two goals. He does not want the Secretary to know/be included in the discussions because she may ask questions he does not like or she may disagree with his opinion/vote against what he wants. Second reason for excluding Secretary is so that there will be no minutes of the meeting to be presented to general membership (non stock corporation) at regular meeting as required by bylaws of all Executive Board meetings (not an executive session for confidential/personnel) matters. Corporation incorporated in Delaware 

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20 minutes ago, Guest Dawn Lybxh said:

Can the President of a non-profit organization specifically exclude notifying the Secretary of the Organization, who is also a member of the Executive Board

No. All members of the Executive Board must be notified of all meetings of the Executive Board. If this is not done, the meeting is not properly called. As a result, the meeting and any business conducted at the meeting are null and void.

20 minutes ago, Guest Dawn Lybxh said:

Second reason for excluding Secretary is so that there will be no minutes of the meeting to be presented to general membership (non stock corporation) at regular meeting as required by bylaws of all Executive Board meetings (not an executive session for confidential/personnel) matters.

As previously noted, the Secretary may not be excluded, but the following points should also be kept in mind:

  • Even if the Secretary happens to be absent, minutes still must be taken. A Secretary Pro Tempore is elected for this purpose.
  • No rule in RONR requires the Executive Board’s minutes to be presented to the general membership, but I take it that your organization has its own rule on this subject.
  • Minutes are still taken for meetings held in executive session.
Edited by Josh Martin
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2 hours ago, Guest Dawn Lybxh said:

Corporation incorporated in Delaware 

A deliberative effort to exclude board members from a board meeting, precisely because of their opinions, in a corporation, raises a host of legal issues which are beyond the scope of this forum.  As Mr. Martin said, it is entirely improper from a parliamentary standpoint.  The bigger issues are legal and should be discussed with an attorney.

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