Changing the date of a board meeting

[Guest Brenda7th]

I am the president of a [rural] property owners association.  I needed to change the day a board meeting was to be held by extending it to the next week, i.e. instead of November 7 it was held on November 14.  I communicated with the other board members and asked if they were ok with the change.  Each board member indicated they were fine with the change so the meeting date was changed.  I also had given proper notice to them prior to the new date.  When the meeting was held a owner/member that attended said that what I had done was illegal according to RROO.  He indicated that we had taken a "vote" to change the meeting date.  I took his comment, but did not address it.  What is the proper notification if a meeting date is changed from what had been decided upon in a previous meeting?  I assumed that as long as the board members that were supposed to attend were notified of the change we were fine with conducting the meeting on a different date.

[Dan Honemann]

11 minutes ago, Guest Brenda7th said:

I am the president of a [rural] property owners association.  I needed to change the day a board meeting was to be held by extending it to the next week, i.e. instead of November 7 it was held on November 14.  I communicated with the other board members and asked if they were ok with the change.  Each board member indicated they were fine with the change so the meeting date was changed.  I also had given proper notice to them prior to the new date.  When the meeting was held a owner/member that attended said that what I had done was illegal according to RROO.  He indicated that we had taken a "vote" to change the meeting date.  I took his comment, but did not address it.  What is the proper notification if a meeting date is changed from what had been decided upon in a previous meeting?  I assumed that as long as the board members that were supposed to attend were notified of the change we were fine with conducting the meeting on a different date.

If the board did, in fact, properly decide at its previous meeting that its next meeting would be held on November 7, then (as far as the rules in RONR are concerned) there was no way that this date could have been changed without action being taken by the board, at a regular or properly called meeting, to make such a change (which I assume was not possible).  

"In any case, a board can transact business only in a regular or properly called meeting of which every board member has been sent any required notice (see 9:2-5, 9:13-16) —or at an adjournment of one of these meetings —and at which a quorum (see 40:5) is present. The personal approval of a proposed action obtained separately by telephone, by individual interviews, or in writing, even from every member of the board, is not the approval of the board, since the members lacked the opportunity to mutually debate and decide the matter as a deliberative body."    RONR (12th ed.) 49:16

If there is anything in your association's own rules or in applicable law to the contrary, those rules will take precedence over the rules in RONR.  I hope there is, because if the rules in RONR are controlling it would appear that any actions taken at this meeting held on November 14 are null and void.

 

[J. J.]

It would have been possible to hold the regular meeting and schedule an adjourned meeting (Section 22), for a week later.  You could do this even without a quorum being present.

It is too late now, but you should do this in the future if the need arises.

I do agree that the actions of the 11/14 meeting were null and void, unless your bylaws or rules provide for such action.

 

[smb]

HOWEVER....both the change in meeting date and the actions taken on Nov 14 can be ratified at the next properly held meeting. RONR (12th ed.) 10:54-55, 23:9.

[Dan Honemann]

 

5 hours ago, smb said:

HOWEVER....both the change in meeting date and the actions taken on Nov 14 can be ratified at the next properly held meeting. RONR (12th ed.) 10:54-55, 23:9.

Actions taken at anything other than a regular or properly called meeting cannot be ratified, but actions taken by officers or others to carry out decisions made without a valid meeting can be ratified.

[Richard Brown]

5 hours ago, smb said:

HOWEVER....both the change in meeting date and the actions taken on Nov 14 can be ratified at the next properly held meeting. RONR (12th ed.) 10:54-55, 23:9.

If this meeting had been properly called and scheduled and the issue was merely absence of a quorum, I would agree that the actions taken at the meeting could be ratified. However, this meeting was improperly and invalidly rescheduled from November 7 to November 14, therefore it was an illegal meeting and the actions taken at that meeting cannot be ratified.  

I see that Mr. Honemann pointed out in the post he made while I was writing this one that the actions taken by officers in reliance upon decisions made at this meeting may be ratified. That is not the same thing as ratifying the actions taken at the meeting. The end result may or may not be the same, but ratifying the actions of officers is not the same thing as ratifying the actions taken at the illegal and invalid meeting. 

The first bullet point in 10:54 makes plain that ratification is only applicable when the meeting was a regular or properly called meeting.  The third bullet point authorizes ratifying the actions of officers, etc., to carry out decisions made without a valid meeting.
 

 

[Guest Brenda7th]

Can we just prepare a unanimous written consent for all of the actions taken, including the changing of the meeting and make it effective before November 14?

[Atul Kapur]

A "unanimous written consent" is an instrument often authorized in laws that apply to corporations, and perhaps your property owners association. It is not found in RONR.

[Richard Brown]

If every Board member signs it and if it is expressly permitted under state law, that might be a viable option.  However, don’t you have at least one member who is objecting to what the board did? Will he sign the unanimous consent to action taken in lieu of a meeting?

RONR makes no provision for such an action, but if state law provides for it it might be permissible. I’m not so sure about giving it an effective date prior to November 14, however.I’m not so sure about giving it an effective date prior to November 14, however.

[Guest Brenda7th]

Richard, no there was not a board member that objected.  It was a property owner that objected to the rescheduling of the meeting.  We only had 3 of the 4 board members present for the meeting, but it would not be an issue to get all 4 board members to sign a unanimous consent.  It is permissible in the state of Virginia.