Vote taken 1.5 years ago

[Guest Banksmom2008]

An “executive bd” mtg was held 1.5 yrs ago.  Our bylaws do not recognize an executive bd.  The “executive bd” (5 officers with one not in attendance) met and voted on several items.  The minutes stated there was a quorum.

1.  There was no such group based on the bylaws.

2. There are 9 members of the bd of directors.

3. The bylaws state a quorum for mtgs of the bd shall consist of a majority of the members of the bd.

4. The bylaws state only bd members can vote at the bd mtgs.

This mtg occurred 1.5 yrs ago.  Since there was not a quorum, are the votes valid or null?

Note:  Two others not on the bd were there and voted.

Thank you for assist you can offer.

Patty

[Guest Zev]

I'm confused. You say in the first paragraph that the bylaws do not recognize an executive board. Then you state in #2 that there are nine members on this board and further in #3 you state that the bylaws establish the quorum of "mtgs of the bd" (which I assume is the executive board) at a majority of nine, which is five. Back at the first paragraph you indicated that five where in attendance and one not present, yet if five are present then four are absent and not just one. Further in the "note" you indicate that two non-members were present and voting.

For your question to make sense, I am going to assume that there is in fact such a thing as an executive board in this organization, its quorum is five, and they met with five in attendance, three were bona fide members and two others were not. If the preceding statement is true then the meeting of only three bona fide members did not fulfill the bylaws requirements of a quorum of five and all of the business transacted at that meeting is null and void. If my assumption is incorrect then please clarify your statement so that others in this forum may help you.

[Chris Harrison]

2 hours ago, Guest Zev said:

I'm confused.

You weren't the only one.

Quote

...If the preceding statement is true then the meeting of only three bona fide members did not fulfill the bylaws requirements of a quorum of five and all of the business transacted at that meeting is null and void.

However,  unless there is some "clear and convincing proof" that there was not a quorum present at the time the votes(s) were taken the Chair should rule the Point of Order not Well Taken (RONR p. 349 ll. 21-28) and since the minutes claim there was one that proof is probably going be hard to find.

Edited November 3, 2018 at 09:33 AM by Chris Harrison

[Guest Who's Coming to Dinner]

Quorum is a red herring in this scenario. If notice of this meeting was not provided to all board members in accordance with the bylaws, then the votes are null and void. If notice was given but a quorum was not present or enough nonmembers voted to affect the results, then the decisions are likewise null and void.

[Guest Banksmom2008]

Thank you for responding.

I am sorry for the confusion.  Let me start again.

Our org has a bd of directors.  There are 9 members on the bd of directors (5 officers, 3 chairs of specific cmtes, and the past president).  Each has a vote in a bd of directors mtg.  A quorum for mtgs of the bd of directors shall consist of a majority of the members of the bd.  This is in our bylaws.

The bylaws list the org as a whole, the diff cmtes of the org, and the bd of directors.  The bylaws do not list an executive bd.

According to the minutes of a specific mtg, the “executive bd” met.  The minutes for this mtg state 4 of the 5 members of the executive bd were present.  The 4 were named.  The 4 were officers of the bd of directors.  The minutes state there was a quorum.

There were 2 other cmte chairs in attendance.  The 2 in attendance were not members of the bd of directors.  One cmte chair had a guest with him.

This “executive bd” voted on several items.  Per the minutes, most of the votes were 6 yes, 0 no.  With 6 votes, this tells me the chairs not on the bd of directors voted.

1. The executive bd is not listed in any section of the bylaws for this org.  Can this this group actually vote on anything?

2. If so, can the 2 chairs vote?  They are not members of the bd of directors.

3. Are all votes valid or null?

Hopefully this is not as confusing as my first post.

Thank you so much for your help.

Patty

[Joshua Katz]

24 minutes ago, Guest Banksmom2008 said:

1. The executive bd is not listed in any section of the bylaws for this org.  Can this this group actually vote on anything?

 

No, non-existent entities cannot take action for the organization.

24 minutes ago, Guest Banksmom2008 said:

 3. Are all votes valid or null?

 

Null. There was no meeting of any existing body.

[Richard Brown]

12 hours ago, Guest Zev said:

I'm confused. You say in the first paragraph that the bylaws do not recognize an executive board. Then you state in #2 that there are nine members on this board and further in #3 you state that the bylaws establish the quorum of "mtgs of the bd" (which I assume is the executive board) at a majority of nine, which is five. . . . (remainder of paragraph omitted)

For your question to make sense, I am going to assume that there is in fact such a thing as an executive board in this organization, . . . . (Remainder of  paragraph omitted)

Guest Zev, I think if you carefully re-read Guest Banksmom's original post, you will  see that this organization is governed by a Board of Directors of nine members and that there is no provision for an "executive board".  It seems clear to me that what Ms Banksmom is referring to as an executive board is what RONR would call an "Executive Committee".   The bylaws make no provision  for any sort of a "board within a board".  It is clear to me that the only board which this organization has is the Board of Directors.

10 hours ago, Chris Harrison said:

However,  unless there is some "clear and convincing proof" that there was not a quorum present at the time the votes(s) were taken the Chair should rule the Point of Order not Well Taken (RONR p. 349 ll. 21-28) and since the minutes claim there was one that proof is probably going be hard to find.

Not if the minutes were referring to the presence of a quorum at a meeting of a non-existent executive board/executive committee.   This organization calls its governing board a Board of Directors, not an executive board.  Guest Bankersmom was using the term "executive board" to refer to what RONR refers to as an "executive committee"... a board within a board, or a board subservient to the Board of Directors.

5 hours ago, Guest Who's Coming to Dinner said:

Quorum is a red herring in this scenario. If notice of this meeting was not provided to all board members in accordance with the bylaws, then the votes are null and void. If notice was given but a quorum was not present or enough nonmembers voted to affect the results, then the decisions are likewise null and void.

I agree.

3 hours ago, Guest Banksmom2008 said:

I am sorry for the confusion.  Let me start again.

Our org has a bd of directors.  There are 9 members on the bd of directors (5 officers, 3 chairs of specific cmtes, and the past president).  Each has a vote in a bd of directors mtg.  A quorum for mtgs of the bd of directors shall consist of a majority of the members of the bd.  This is in our bylaws.

The bylaws list the org as a whole, the diff cmtes of the org, and the bd of directors.  The bylaws do not list an executive bd.

According to the minutes of a specific mtg, the “executive bd” met.  The minutes for this mtg state 4 of the 5 members of the executive bd were present

I believe this post from Guest Banksmom clears things up:  This organization has a Board of Directors and no subservient "executive board".   It has ONLY a board of directors.

 

3 hours ago, Guest Banksmom2008 said:

1. The executive bd is not listed in any section of the bylaws for this org.  Can this this group actually vote on anything?

 

2 hours ago, Joshua Katz said:

No, non-existent entities cannot take action for the organization.

I agree.

3 hours ago, Guest Banksmom2008 said:

3. Are all votes valid or null? 

 

2 hours ago, Joshua Katz said:

Null. There was no meeting of any existing body.

I agree.

In conclusion, there is no "executive board" which is subservient to the Board of Directors in this organization.  Any alleged meeting of such a non-existing entity and any action it took is null  and void.   The original poster is using the term "executive board" to refer to what we would call an "executive committee".... which does not exist in this organization.

[Guest Zev]

Thank you, Mr. Brown. "In a multitude of counsellors there is safety."

[Guest Banksmom2008]

Thank you so much!  My next task - try to figure out how to fix it.  I need to read the bylaws again to see if this “issue” is listed.

Thanks again!

Patty

[Guest Who's Coming to Dinner]

If the organization attempts to act on anything that was decided at the invalid meeting, you could raise a point of order. Or you might raise a point of order that the minutes of the invalid meeting be struck from the organization's records. This is dangerous territory for the supposed executive board and anyone who tries to carry out its decisions — they are personally liable unless and until those votes are ratified.

[Richard Brown]

13 minutes ago, Guest Who's Coming to Dinner said:

This is dangerous territory for the supposed executive board and anyone who tries to carry out its decisions — they are personally liable unless and until those votes are ratified.   (Emphasis added by RB)

I believe that is a legal question which is beyond the scope of this forum.

Edited November 4, 2018 at 02:18 AM by Richard Brown
Added emphasis to quote

[Gary Novosielski]

21 hours ago, Richard Brown said:

I believe that is a legal question which is beyond the scope of this forum.

Well, yes; RONR says only that members who act in the absence of a quorum do so "at their own risk".  It does not say whether this is legal risk, or the risk of other members pelting them with Milk-Duds, or some other ignominy.  I suspect it could be all of the above.

[Guest Who's Coming to Dinner]

22 hours ago, Richard Brown said:

I believe that is a legal question which is beyond the scope of this forum.

I apologize for practicing law without a license. Allow me to amend my statement to "they are personally responsible unless and until those votes are ratified."

[Richard Brown]

5 minutes ago, Guest Who's Coming to Dinner said:

I apologize for practicing law without a license. Allow me to amend my statement to "they are personally responsible unless and until those votes are ratified."

No, that is not the correct answer either. It is much more complicated than you realize. The bottom line is this is a legal question which is beyond the scope of this forum.

Edited November 5, 2018 at 01:21 AM by Richard Brown
Edited third sentence

[Sid Grice]

I do not see where these questions were ever asked, and I hope Banksmom2008 would be willing to answer them.

1. Are the bylaws you are reading today, the same bylaws from 1.5 years ago? In other words, has there been a revision to the bylaws since the "Executive Board" meeting?

2. Does your bylaws permit the terms "Board of Directors" and "Executive Board" to be used interchangeably?

3. Were the 2 committee chair members, not currently listed as members of the board, actual members of the board 1.5 years ago? 

A lot can change in a 1.5 year time frame. I am just trying to get a complete picture of the situation, in case I should one day face the same situation.

[Josh Martin]

1 hour ago, Richard Brown said:

No, that is not the correct answer either. It is much more complicated than you realize. The bottom line is this is a legal question which is beyond the scope of this forum.

It seems to me that saying that these persons “are personally responsible unless and until those votes are ratified.“ is absolutely correct as a matter of parliamentary law, although whether it is correct as a legal matter is indeed beyond the scope of this forum.

[Guest Banksmom2008]

Hello!

Answers to the questions from Sid Grice:

1. The bylaws I quoted were from 2014.  The bylaws were updated/changed in Sept 2017, 5 months after the mtg of the “executive board”.

2. I do not believe the term “executive “ was ever mentioned in the 2014 bylaws.

3. The chairs for the 2014 bylaws  bd were youth, ldr, and officials.  The chairs in attendance at the “executive bd” mtg were from coaches and masters.

Hope this helps!

Thank you

Patty