Committee vote in lieu of Board for approval

[Spencer]

Our Board has taken a keen interest in our Strategic Planning Committee which I chair.  In addition to the Board members already on the Committee, all remaining Directors plan to attend the next Committee meeting.  Typically, the Committee will propose motions to be voted on by the full Board at their next regular monthly meeting.  If the full Board is present at a Committee meeting, can a vote be taken during that meeting and be binding just as it would if the vote had been taken at the regular Board meeting?  This scenario assumes the members of the Committee who are not Directors, would be excluded from the vote.  If this would be a valid vote, any action taken would be recorded in the minutes of the Committee meeting.  Would reference also need to be included in the minutes of the next regular Board meeting?

[Bruce Lages]

Action like that would not be valid. The board can only take action, as a board, at a properly-called meeting of the board at which a quorum is present. If all the board members attended your committee meeting, there would certainly be a quorum of board members present, but that is still not a board meeting.

I suppose it would be possible for proper notice to be provided that a special meeting of the board - assuming the board is permitted by the bylaws to hold special meetings - will be held in conjunction with the Strategic Planning Committee meeting for the purpose of voting on one or more committee proposals. That procedure, however, should only be used for committee proposals that are so urgent that they could not wait for the next regular board meeting.

[Spencer]

Thank you for your prompt response and concise guidance.

[Atul Kapur]

2 hours ago, Spencer said:

In addition to the Board members already on the Committee, all remaining Directors plan to attend the next Committee meeting.

Note that, under RONR, only members of the committee have the right to attend the committee meeting. See RONR (12th ed.) 50:28 and 61:19