Board Meeting vs Working Session

[Shawn]

Our bylaws note that Regular Board meetings may be called by the President or a majority of the Board. Notice of the agenda and meeting should be posted no less than 48 hours before a meeting. There have been several occasions where the President has held a meeting with the entire Board present but did not notice the meeting to the Booster Club membership. The President and Secretary insist no notice or minutes needed at some of these meetings since they are working sessions. The differentiate working sessions since we may be discussing an upcoming Booster Club event that we need to prepare for, etc. They believe as long as we are not passing motions etc then it is not considered a Board meeting. I feel that any gathering of the majority of the Board in which a quorum is present and we discuss Booster issues is considered a board meeting. What are your thoughts?

[jstackpo]

"Work sessions" are really not discussed in RONR, certainly no "rules" for their conduct are presented.   So whatever they are is up to you and your association to figure out what they are.  Board meetings are where you do business and make decisions.  Are you doing that in these "work sessions"?

It might be wise to draw up some rules to define them and explain how they differ from "real" Board meetings so that your general membership won't get upset (any more than they are now ! )

Is there a requirement in your bylaws that notice of Board meetings be given  to all your regular members, not just the Board members.  That is a bit unusual.

[Richard Brown]

You have actually asked several questions, or at least hit on several different subjects.  I'll take two or three of them in order:

2 hours ago, Shawn said:

Our bylaws note that Regular Board meetings may be called by the President or a majority of the Board. Notice of the agenda and meeting should be posted no less than 48 hours before a meeting. There have been several occasions where the President has held a meeting with the entire Board present but did not notice the meeting to the Booster Club membership.

Unless your bylaws require notice of Board meetings to be given to the entire Booster club, there is no requirement in RONR that anyone other than board members be notified of Board meetings.  Do your bylaws contain a provision requiring that notice of board meetings be sent to all booster club members?

2 hours ago, Shawn said:

The President and Secretary insist no notice or minutes needed at some of these meetings since they are working sessions. The differentiate working sessions since we may be discussing an upcoming Booster Club event that we need to prepare for, etc. They believe as long as we are not passing motions etc then it is not considered a Board meeting. I feel that any gathering of the majority of the Board in which a quorum is present and we discuss Booster issues is considered a board meeting. What are your thoughts?

This is more of a grey area.  There is nothing in RONR that prohibits a group of members... including all members of the board... from gathering informally to discuss club affairs.  As long as they don't actually conduct any club business at these gatherings.... adopting motions that are expected to be binding on the club, etc... they may well be within their rights in holding these "working sessions".  I know it is not unusual for organizations to have this type of unofficial "meeting" for planning, discussing ideas, etc.

Unless this organization is considered a public body, such as a city council, school board, planning commission, etc that is subject to your state's open meetings (sunshine) laws, there is no prohibition against some or all of the board members (or  regular members) getting together to discuss club affairs.  Merely having some or all of the members together does not make it an official "meeting" unless the organization is subject to the type open meetings law I mentioned above. If this is a school board, it might well be subject to such a law.  That is a legal question, not a parliamentary question, and is outside the scope of this forum. 

If these "working sessions" are not actual official meetings of the board, there is no need to keep minutes, although it seems some kind of record would be beneficial.

[Shawn]

Our bylaws require notice of regular board meetings to all members of the booster club so the members can attend. The bylaws allow us to restrict participation of members at the board meeting.

[Guest Zev]

Apparently the Board is the highest authority in this society and the bylaws require them to give notice of their meetings, which on occasion they do not do. Unless some mechanism is found to force them to come to terms with this requirement then I do not know what can be done. Perhaps you should consider a bylaws amendment that would create regular meeting of the assembly of the Booster Club, say on a particular day of the week once a month or so, making the Board members executive officers that carry out the wishes of the Club and handling the affairs of the Club between the regular meetings. In this fashion, instead of the Booster Club members begging for notice and participation, they would be in charge of their own affairs. 

[jstackpo]

4 hours ago, Guest Zev said:

.....they [the Booster Club members] would be in charge of their own affairs. 

Perhaps they already are.  Who, what group, amends the bylaws, per the bylaws? 

[Josh Martin]

11 hours ago, Guest Zev said:

Apparently the Board is the highest authority in this society and the bylaws require them to give notice of their meetings, which on occasion they do not do.

It is actually not clear to me that the board is the highest authority in this society. There is also some question as to whether these working sessions are meetings in the parliamentary sense.

11 hours ago, Guest Zev said:

Perhaps you should consider a bylaws amendment that would create regular meeting of the assembly of the Booster Club, say on a particular day of the week once a month or so, making the Board members executive officers that carry out the wishes of the Club and handling the affairs of the Club between the regular meetings. In this fashion, instead of the Booster Club members begging for notice and participation, they would be in charge of their own affairs. 

I assume that the membership already has at least some meetings (perhaps annually) but also wishes to provide that board meetings are open to members of the society.

The board has possibly found a loophole by discussing business (but not actually making decisions) outside of board meetings - which, so far as RONR is concerned, is entirely permissible. The next logical step would be to amend the bylaws to clarify the rule so that “any gathering of the majority of the Board in which a quorum is present and we discuss Booster issues“ is considered a board meeting for the purposes of this rule, as the OP suggests. It is likely also desirable to elect board members who are more committed to transparency in their affairs, or future board members will just try to be even more creative in finding loopholes in the rule.

The membership certainly could instead (or additionally) amend the bylaws so that the membership meets more frequently and the power of the board is reduced, if that is what they want to do.

Edited April 1, 2019 at 01:33 PM by Josh Martin