Board Meeting

[Guest Guest]

Can the duly elected president, vice president, secretary and treasurer call their own meeting and meet alone, excluding the rest of the executive board,prior to a regularly scheduled executive board meeting which consists of 27 members. 

[Benjamin Geiger]

The issues:

1. Special meetings can only be called if the bylaws provide for them.
2. The quorum for a group of 27 people is almost certainly more than four.
3. For a call to meeting to be valid, it must be sent to all members.

So, the four officers you listed are free to meet if they'd like (barring laws that prohibit such private meetings) but they couldn't do anything because it's not a properly called meeting.

(EDIT: "Laws that prohibit such private meetings" may apply in some states. Here in Florida, for instance, any meeting of two or more members of a government board is considered a "meeting" for the purposes of the Sunshine Law. The proceedings of all such meetings must be public.)

Edited July 30, 2018 at 05:54 PM by Benjamin Geiger

[Transpower]

Many organizations have an executive committee comprised of the president, vice president, secretary, and treasurer, and usually this committee meets in-between board meetings.  Check your bylaws.

[Guest Guest Guest]

I thank you for your response, I was on vacation and stayed off of all devices ! It was very relaxing. 

I have a follow up question. Since I 've come back, it has come to my attention that our executive board of 27 has been segregated into

two groups on our association's website. The  first group being President, VP, Treasurer, Sect'y, and 8 other varied positions - in total 12.

The second group is now being referred to as "general board members ", which consists of the remaining 15. Now that may appear

benign, However the first group consists of 12 members which is  our defined quorum . 

 

In consideration of the response to the original question posed, If the meeting had been called ONLY for the 12 in the first group 

PRIOR  to a full executive board meeting , since a quorum would be present, could they vote and pass motions and do all business

without the other 15 there?

 

 

[Bruce Lages]

If notice of the meeting was not sent to every board member, i.e., all 27, then it can not be considered as a valid meeting (Mr. Geiger's point no. 3 above). Any action taken at such a meeting is null and void.

[Guest Who's Coming to Dinner]

However, any group of members is free to meet and discuss whatever they like, so long as no purportedly official action is taken. The officers are certainly free to get together and scheme all they like in advance of the board meeting.

Guest³ has still not told us what the bylaws say, if anything, about an executive committee versus general board.

[Guest Guest]

Presuppose that notice was given .

[Joshua Katz]

47 minutes ago, Guest Guest said:

Presuppose that notice was given .

I don't understand what I'm supposed to presuppose. It seems most likely to me that I should suppose that the entire board was told that this group will be meeting and no one else is invited. In that case, they still cannot conduct business. If notice was given of a special meeting, and only this group showed up, and that notice was in accordance with whatever rules exist in your bylaws for calling special meetings, and a quorum was present, they can conduct business. 

I think what you're really getting at, though, is whether a quorum can take action outside of a meeting, or, put another way, whether a quorum getting together, on its own, a meeting makes. The answer is an emphatic no. (I had an organization do this once when I was a member-parliamentarian, despite my repeated urgings to the chair that it was not permitted. A point of order was made at a real meeting, and yet the ruling that it was permitted was sustained. I resigned shortly thereafter.) 

If such a thing were the case, just think of the paradoxes. Some organizations, many in fact, have a quorum that is smaller than a majority. So, in theory, two quora could be meeting at the same time, and making contradictory decisions. Paradoxes aside, the abuses are obvious - you could hand-pick your quorum. For that reason, the rules are simple: business takes place at a meeting, not any random time a quorum of people is present.

Some states, though, choose to muddy the waters for particular organizations by declaring, in their open meeting rules, that a quorum may not meet for lunch or whatever. That muddies things, but that just means it makes the truth hard to see, not that it changes what is on the bottom of the sea. If a group chooses to break the law and meet for lunch, they still cannot conduct business. Those same laws often muddy the waters further by allowing for certain emergency meetings without notice, and of course where a procedural statute conflicts with your rules, you follow the statute (at least if RONR is adopted in your bylaws - I am not sure what to do, other than the simple "follow the law so you don't go to jail" thing, if an organization adopts RONR by custom or in its special rules of order, or somewhere other than the bylaws - if it does that, can the hierarchy of rules in RONR govern over what the bylaws say?). But the emergencies they carve out are usually very narrow, and not applicable in most cases - but they do help confuse people. (The observant reader might guess my personal views on sunshine laws, despite my teaching CLEs on the Sunshine Law in effect in my state.)

So, no, telling people "we're meeting without you" does not satisfy notice for a meeting, where the people told are members of the body purporting to take the action.

What we still do not know, however, is whether these 12 form, according to your bylaws, a separate assembly. Such an arrangement, known as an executive committee, a "board within a board" or several dozen other terms, is not all that uncommon. If so, the answer will be more complicated and will depend on the powers given that assembly (I say assembly, despite the fact that it is called a committee, because almost always such a body would be in the nature of a board.)

Finally, there is no parliamentary meaning to the arrangement of your website. (The layout you describe does, in fact, sound benign to me, but that's just my opinion.) Your organization is free to decide how to arrange the website, of course, and to use parliamentary means to do so - i.e. motions and the like. But the website arrangement itself has no parliamentary meaning, for good or ill.

[Guest Guest]

 

Thank you for your very infornative response.  My concern was that they could skirt the rest of the board. 

They  (the 12) have just tried and failed to amend the by laws to change the board from 27 members to 12 members.

The membership of the association saw thru their attempt to take control and voted the proposed by law change down last week. 

 Suddenly,this week  after 75 years they bifurcated the executive board  on the website. It concerned me that they are planning to meet  

and conduct business ,which very well may happen. 

[Joshua Katz]

27 minutes ago, Guest Guest said:

 Suddenly,this week  after 75 years they bifurcated the executive board  on the website. It concerned me that they are planning to meet  

and conduct business ,which very well may happen. 

Well, I suspect the website has not been up for 75 years. That aside, while in context the change might be worrying, it still has no parliamentary meaning.

If they are planning to meet and conduct business, then (absent something in your rules of which I am not aware) anything they do will be of no effect. Since this will happen just before your actual board meeting, presumably you'll learn if they tried to do so at your real board meeting. This would (based on my experience with people flouting rules) take the form of an announcement - we've decided to spend $5000 on gerbil balls at the picnic, now, onto the next item. . . . When that happens, raise a point of order. Presumably, if your board has 27 members, and at least 25 are present, you can win on appeal even if every one of the 12 at the fake meeting votes to sustain a ruling that they can do whatever they want. Since people might like the thing they decided to do on the merits, you'll need to make clear in debate that the board could do the same thing - the issue on appeal is whether to set the precedent that 12 people can get together outside a meeting and take action. (That precedent won't actually stand, but will lead to future misdeeds.) You might run into an argument that "I can vote to sustain, and we'll get the gerbil balls, or I can vote to overrule, and then we'll vote to get the gerbil balls, so stop wasting our time." It's important to explain the principle involved.

It's a little harder if they take action but don't mention it, then you find out the next day money was spent or whatever. At that point, it could well be a question of disciplinary action. To avoid that outcome, you might inquire about whether they purport to take taken any action.

[Guest Who's Coming to Dinner]

4 hours ago, Guest Guest said:

It concerned me that they are planning to meet and conduct business ,which very well may happen.

In which case your board may find itself taking disciplinary action in the near future. In addition, your Gang of 12 will bear personal liability for anything they attempt to do in the name of the organization.

[Guest guest]

Moving forward , I am confident in what actions to take ,when they announce that they have approved the purchase of 5,000 gerbil balls for the picnic ! LOL

Thank you for all of your informative responses. I am grateful to this site and its participants for the resource it provides.

[Joshua Katz]

It's $5,000 to rent gerbil balls. They only rented like 4 of them. If you aren't familiar, these are human-sized gerbil balls that you run into each other.