Can a director insist on closed meeting to discuss a problem

[Guest Sharon]

There is a member of our club who wishes 2 change things in the club and has written several letters to one of our committees. The committee has asked the directors for assistance in dealing with this problem before she addresses this person. The president wants to have a meeting with the complaints person and bypass what the committee has to say. I recommended that the directors and the committee get together first so that we are all on the same page when we talked to the club member. President wants to just have it all done at once but I think that will cause a lot of fighting that the directors need to be on the same page. President refuses to have a meeting without the complaints person there. Can I call a meeting to discuss this with the directors before we invite the complainant in.

[Hieu H. Huynh]

You could call a meeting only if the bylaws give you the power to call a meeting.

[Gary Novosielski]

A director cannot demand that a board meeting be held in executive (closed) session, but can make a motion to that effect, which requires a majority vote.

[Guest Who's Coming to Dinner]

If you have the power to call a special meeting per your bylaws, then do it. The assembled members may decide whether and when a nonmember is allowed to be present. The president can't nix your meeting call unless the bylaws give her that power.

[Richard Brown]

I'm not sure what the original poster is asking, but based on what I do understand, I agree with the previous answers and would point out that if the president, or anyone else, wants only a few of the "participants" to get together and talk things out, that is perfectly permissible, but it will not be an official meeting of the society in any form or fashion.  It would be no different from going down the street to Joe's bar to hash some things our over a couple of beers after a meeting.  Or a few members going out for coffee or lunch.   Private  gatherings to discuss club business are not prohibited, but they are not in any way official meetings and no official club action can be taken. They sometimes work well to "clear the air", however.

[Benjamin Geiger]

It should be noted, however, that some states have laws prohibiting more than a certain number of members of certain organizations from meeting in any place without officially calling a meeting, as part of their "sunshine laws". I'm fairly certain this is generally limited to government bodies, though, but some states may include private organizations under their law.

For instance, Florida's sunshine law considers a "meeting" to be "any gathering, whether formal or casual, of two or more members of the same board or commission to discuss some matter on which foreseeable action will be taken by the public board or commission". When those meetings occur, the state required that minutes be taken and those minutes become public record.

(Nothing to do with RONR, just something that may be relevant in certain circumstances.)

[Josh Martin]

16 hours ago, Benjamin Geiger said:

It should be noted, however, that some states have laws prohibiting more than a certain number of members of certain organizations from meeting in any place without officially calling a meeting, as part of their "sunshine laws". I'm fairly certain this is generally limited to government bodies, though, but some states may include private organizations under their law.

For instance, Florida's sunshine law considers a "meeting" to be "any gathering, whether formal or casual, of two or more members of the same board or commission to discuss some matter on which foreseeable action will be taken by the public board or commission". When those meetings occur, the state required that minutes be taken and those minutes become public record.

(Nothing to do with RONR, just something that may be relevant in certain circumstances.)

I do not see any facts presented which would suggest that this is the sort of organization such rules would apply to.

Additionally, while it is appropriate to generally suggest that a poster should check the open meeting laws or “sunshine laws” of his state, discussing what the laws of a particular state requires is certainly beyond the scope of this forum.

Edited May 9, 2018 at 06:38 PM by Josh Martin