Non-profit board meetings?

[Guest Steve]

I serve as the Executive Director(ED) of a non-profit 501 C-3 corporation and I am a non-voting member of the board of directors (BOD).  Recently the BOD held a non scheduled regular meeting without informing me of the meeting.  It was not scheduled as an executive session.  The discussion was around parameters of the ED ability to give raises to employees of the company.  Is that customary?

Thank you in advance for information concerning this topic.

[Josh Martin]

11 minutes ago, Guest Steve said:

I serve as the Executive Director(ED) of a non-profit 501 C-3 corporation and I am a non-voting member of the board of directors (BOD).  Recently the BOD held a non scheduled regular meeting without informing me of the meeting.  It was not scheduled as an executive session.  The discussion was around parameters of the ED ability to give raises to employees of the company.  Is that customary?

It may well be customary, but it is nonetheless improper. All members of the board must be informed of, and have a right to attend, all meetings of the board.

I personally recommend to my clients to NOT have the Executive Director be a member of the board (even a non-voting one) in order to grant the board the ability to invite the ED or not as the situation warrants. Unless and until the bylaws are amended in that regard, however, the Executive Director has a right to be notified of and attend all board meetings.

[Dan Honemann]

1 minute ago, Guest Steve said:

I serve as the Executive Director(ED) of a non-profit 501 C-3 corporation and I am a non-voting member of the board of directors (BOD).  Recently the BOD held a non scheduled regular meeting without informing me of the meeting.  It was not scheduled as an executive session.  The discussion was around parameters of the ED ability to give raises to employees of the company.  Is that customary?

Thank you in advance for information concerning this topic.

As far as the rules in Robert's Rules of Order are concerned, there is no such thing as a nonscheduled regular meeting. if it was not scheduled, it must have been a special meeting, but I suppose this is all beside the point.

Also as far as the rules in Robert's Rules of Order are concerned, there is no such thing as a nonvoting member. A member of an assembly is a person entitled to full participation in its proceedings, including the right to vote. As a consequence, if there is nothing in your governing documents or applicable law to the contrary, in my opinion your board has the right to deny you the right to attend its executive sessions, and there is no requirement that such sessions be prescheduled. 

[Steve Brown]

I serve as the ED and am not a member of the BOD.  I am an employee of the corporation.  Still am concerned that a meeting was held and I was not notified?  I did receive a recap of the meeting after the BOD meeting was held.

[Josh Martin]

27 minutes ago, Steve Brown said:

I serve as the ED and am not a member of the BOD.  I am an employee of the corporation.  Still am concerned that a meeting was held and I was not notified?  I did receive a recap of the meeting after the BOD meeting was held.

Well, now I'm confused. You said earlier "I am a non-voting member of the board of directors (BOD)" and now you have said that you are "not a member of the BOD." If the latter is correct, then there is certainly no doubt that it is at the board's discretion whether or not to inform you of meetings and whether or not to permit you to attend meetings, at least so far as RONR is concerned.

[Richard Brown]

@Steve BrownI  agree that the situation has now become muddy with your conflicting statements first that you are a nonvoting member of the board and then that you are not a member of the board.  We need clarification on exactly what the bylaws say about whether the executive director is a member of the board. It will help us if you will quote that provision exactly, without paraphrasing

Although I disagree with the statement in RONR that a person is not considered a “member“ unless he is entitled to all rights of membership, I do agree that that is what RONR seems to say and I therefore reluctantly agree with Mr. Honemann‘s statement that If you are a nonvoting member of the board, then you may be excluded from meetings.

please quote for us the provision in your bylaws regarding the status of the Executive Director as a member of the board.

[Richard Brown]

Just now, Richard Brown said:

@Steve BrownI  agree that the situation has now become muddy with your conflicting statements first that you are a nonvoting member of the board and then that you are not a member of the board.  We need clarification on exactly what the bylaws say about whether the executive director is a member of the board. It will help us if you will quote that provision exactly, without paraphrasing

Although I disagree with the statement in RONR that a person is not considered a “member“ unless he is entitled to all rights of membership, I do agree that that is what RONR seems to say and I therefore reluctantly agree with Mr. Honemann‘s statement that If you are a nonvoting member of the board, then you may be excluded from meetings.

please quote for us the provision in your bylaws regarding the status of the Executive Director as a member of the board.

Edited to add: for what it’s worth, the bylaws could be amended to provide that the executive director is ex officio a nonvoting member of the board with all the rights and privileges of board members except the right to vote. I am not necessarily recommending that your organization do that, but rather just stating that it is an option. Personally, I agree with Mr. Martin’s position that it is probably best that the Executive Director not be a member of the board but that he be expected to attend and participate in board meetings upon request ... and that he can be excluded when the board wants to meet without him.