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Guest Chang

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Can the Board hold a meeting (beside the regular meeting) without detailing or mentioning in the minute, without majority votes, or without agreeing upon?  Can the Board change or add word (s) to the By-law with going though the By-law committee and the assembly?  Below are the situations....

During our (the Board) regular (monthly) meeting, we have all of the committees within our organization to joined us (the Board) for communication, catch up, and improvement within our organization (we called it "Communication Meeting").  This joined communication meeting was told to everyone/all the committees at the beginning of the year during a training session...what's the Communication is all about.  Also the Communication meeting schedule (date, time, and place) was on the Yearly calendar that provided for all the members, and Chairman also send out an email 2 weeks ahead of time to all of the Board members regarding on this communication meeting. 

First, at this meeting, one member of the Board said he didn't know about the Communication Meeting.  All of the Board members said they didn't know what's this Communication Meeting is all about.  But it seem like all of the committees who are there know what's the Communication Meeting is about.  Any ideas, what's wrong with this picture?  Secondly, after the Board excused all the committees, they have their regular meeting (because first hour or so supposed to be with all the committees and then we excused them and the Board to have our regular meeting to talk about any improvements or issues the committees have).  So, some committee have issues for the Board to correct.  The board talk and agreed to set up another meeting with all of the committees (just the week following).  But the problem is this..this meeting with all the committees was not on the minutes, was not votes upon it, didn't have 2/3 majority votes to have this following meeting, but the Board wanted to meet anyway.  Nothing on the minutes regarding detailing on this meeting.  Can the Board meet with all the committees when there are no records of this meeting was talk about it, votes upon it, and or agreed upon it?

Thirdly, the problem was with ex-officio not present during committee meeting.  The Board wanted to let all committees knows that whenever they meet, they need the ex-officio to be present or their meeting will not be valid.  This is our By-law said about ex-officio and nothing else...He shall preside at all regular or special meetings of the organization.  He is a member ex-officio of all committees.  It seems to me that the Board wanted to add words or change the by-law with going through the by-law committee and the assembly.  Can the Board do that?       

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Was any business conducted at the "communications meeting"? It doesn't sound like there was; more like informal discussion. Then that wasn't a meeting as RONR defines, even though that was the title your group gave it. In that case, there are no minutes since this wasn't a formal meeting. And I wouldn't expect there to be any motions or votes because that would be business.

It sounds like your Board then let the committees leave and had a formal meeting of the Board. Was this scheduled in your Yearly Calendar or was proper notice given in some other way? If so, then I don't see a problem.

Now that I think about it, it seems like many of your Board members came expecting just a regular Board meeting and were surprised that this informal "Communications meeting" was going to occur first. This reinforces, in my mind that the first part was informal discussion.

The quote that you give about your Presiding Officer being ex-officio a member of all committees does not mean that they cannot have a committee meeting without the presiding officer being present. Unless that is located somewhere else in your bylaws, the organization would have to amend the bylaws to say that, by following the amendment process. I do not think that the Board could add that requirement on its own, but let's see if others agree.

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Guest Who's Coming to Dinner

I think the best way to look at this scenario is that the "Communication Meeting" was a reporting segment at the beginning of the board meeting. It seems that adequate notice was sent so the complaining board member doesn't have a case. The minutes should show which committees gave reports, but should not include summaries unless a report was extremely brief and no written report was submitted. I would treat the decision to convene the following week as a special meeting of the board; this is not permitted unless the bylaws allow it and proper notice is given to all board members. At any rate, the decision should be recorded in the minutes; a vote need not have been taken if unanimous consent was obtained.

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Well, I think there are couple points that we missing here... my first point is the Communication meeting is just that "communication" (not a report, not a meeting), just a gathering of all committees to see if anyone have any thing to improved, make the organization better, improved the Board, the Board like to improved the committees, or committees have anything for the Board to improve.  It have agenda to follow.  Secretary wrote down everyone's ideas and what need to improve and then, the Board have their regular meeting and all of the ideas from this communication meeting will then put it on the agenda under New Business.

Second point is...during the Board regular meeting (just the Board with agenda to follow) that's when all the problems I mentioned it above happened.  

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If the Board made a decision to meet with the committees week later, this sounds like business that should have had a motion and be recorded in the minutes. It may have been done by unanimous consent, but should still be recorded in the minutes.

If it is an official meeting of the board, then I agree with Guest Who's Coming that it needs to follow the rules for special meetings.

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Guest
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