Where is the line between ad hoc discussion and illegal meeting?

[Jeancspeck]

Background: members of an NFP volunteer organization held a meeting. During that meeeting, a member inquired whether a letter, to be sent by the CEO - who was out of state and not at the meeting -  had been sent (the letter had been approved at a previous meeting). The president said she would ask the chief and get back to the membership.  The next evening, various members (including the CEO and a number of senior leadership who did attend the previous nights meeting) attending a training workshop. Afterwards, the CEO and four of the leadership discussed at length, the issue of the letter, and how to “handle” this task not being completed, despite the membership authorizing the CEO to complete it. 

Question: is there such a thing as an “illegal meeting”, and if so, where is the line between discussion and illegals meeting and did these folks cross it by conducting business without knowledge of the whole?

[Josh Martin]

18 minutes ago, Jeancspeck said:

Question: is there such a thing as an “illegal meeting”, and if so, where is the line between discussion and illegals meeting and did these folks cross it by conducting business without knowledge of the whole?

Business may only be transacted at a regular or properly called meeting. This clearly was not a regular meeting. In order for a meeting to be properly called, they must be authorized in the bylaws and any requirements in the bylaws, such as how much notice is required and who is to call the meeting, must be followed. Most importantly, notice of such a meeting must be sent to all members of the assembly. Business which is transacted outside of a meeting is null and void. The line is conducting business - that is, making decisions. People can get together and talk all they want, but when they purport to make a decision in the name of the assembly, that is where it crosses the line.

Further, even in the seemingly unlikely event that the people in question constitute an assembly (such as an Executive Board) and a meeting of that assembly was properly called, the action taken would still be invalid if it conflicts with a decision by the membership.