Actions by members of a board

[Guest Ken Brunskill]

The Board consists of (14) members, our bylaws state 1/3 present in person or by electronic (voice) creates a quorum.

(4) members held an impromptu unscheduled meeting and changed a decision that was decided by the board (with a quorum) earlier. The original decision not to spend funds on a function. The subsequent decision was to countermand the boards decision and to spend funds on the function. (The president is not part of the (4).) What power does the president have in this? Can the direct president the Treasurer to not issue the check?

Can the (4) members force the president to conduct an emergency meeting? Our by-laws have provisions for an emergency board meeting, however with notification to all members (Which was not done.) What power does the president have here? What would you suggest he do?

Ken for an embattled president.

[Atul Kapur]

This group had no authority to change the board's decision. The "impromptu unscheduled meeting" has no status because: (a) every member must be given notice of a meeting; (b) the bylaws on how to call a special (or emergency) meeting were not followed; and (c) they did not have quorum. Even if they had the necessary 5th member attend and achieved quorum (5 is at least 1/3 2/3 of 14 -- 4 is not), the other reasons render this "meeting" powerless.

Edited January 11, 2019 at 06:57 AM by Atul Kapur

[Gary Novosielski]

Since a quorum was clearly not present, no substantive business could be transacted.  In fact, if the meeting was not properly called, as seems to be the case, then it was not a meeting at all.  It was four people shooting the breeze with no authority whatever.

It should not be necessary for the president to direct the treasurer not to issue a check, as the treasurer ideally would realize that there had not been any proper instruction to do so, but the president could certainly remind the treasurer of that fact.

It would also seem appropriate at a future (properly called) board meeting to vote to censure the actions of the gang of four in seeking to hold improper meetings in an attempt to counteract a valid decision of the board.  Stronger discipline might be in order but a censure, to the wise, is often sufficient.

[Richard Brown]

1 hour ago, Atul Kapur said:

Even if they had the necessary 5th member attend and achieved quorum (5 is at least 2/3 of 14 -- 4 is not), the other reasons render this "meeting" powerless

Atul, did you perhaps intend to say that "5 is at least 1/3 of 14" rather than "5 is at least 2/3 of 14"? 

[Atul Kapur]

Depends on the measuring unit: 5 Canadian beers are at least 2/3 of 14 American beers. 😁

[Josh Martin]

12 hours ago, Guest Ken Brunskill said:

Can the (4) members force the president to conduct an emergency meeting? Our by-laws have provisions for an emergency board meeting, however with notification to all members (Which was not done.) What power does the president have here? What would you suggest he do?

I concur with the previous responses regarding the status of the improperly called meeting and the business conducted at that meeting. As to the question of whether these four board members can force the President to properly call and conduct an emergency meeting, you will have to check what your bylaws say on this subject. The provisions for emergency meetings should specify how such a meeting may be called.