Is this a Rogue Board?

[Duty Calls]

We are members of a 501(c)3 and have a board made up of President, Vice President, Secretary and Treasurer and some board members at large/trustees.

 A group of board members held a board meeting, did not alert all the board members, but had a quorum, and made a decision to spend money. The exact details of what the money was spent on were not fully disclosed, and some of the board members were not notified of the meeting until after the expenditure, in a subsequent board meeting.

When those board members who were excluded brought out the problem at a general meeting, the board members involved in the secret expenditure stated that it was justified because they had a quorum. The major source of income for the group is dues of members, so the members money was spent by some members of the board who had a secret board meeting.

Is this a rogue board or not, and where does RONR so state?

If it is a rogue board, is this a legally binding expense, or can the board members be required to pay it back out of pocket? Please cite RONR. 

Also, since it was a board decision which involved group money, whether rogue or not, do all board members and all members of the society have a right to see what was done, and do the excluded board members have a right to see the board minutes? Will it make a difference if that was a rogue board or not? 

If it is a rogue board, can it put the group in legal danger, if so, please cite RONR.

Thank You.

[Rob Elsman]

On the basis of the information provided, I am not able to tell whether the meeting was 1) a regular meeting scheduled for in the bylaws, or 2) an adjourned meeting scheduled at the previous meeting, or 3) a special meeting that was improperly held on account of the failure to send each member a call of the meeting a reasonable time in advance.

It sounds like a point has already been raised about this problem.  What was the outcome of the point?  Did the majority of the members of the board decide that nothing improper occurred?  Did the chair make a ruling on the point?

I am not a lawyer, and "we don't do legal, here" on this forum, so any "legal danger" would have to be taken up with an attorney.

[Josh Martin]

On 1/13/2023 at 9:45 AM, Duty Calls said:

Is this a rogue board or not, and where does RONR so state?

RONR certainly has no answer to the question of whether this is a "rogue board," and at this point I don't either. I am not entirely certain what is meant by this phrase.

To the extent that this question is asking whether the particular meeting in question was valid, business may only be conducted at a regular or properly called meeting of the board, at which a quorum is present, unless the bylaws or applicable law provide otherwise. In order to be "properly called," the call of the meeting must be sent to all members of the board, among other things. So if this was a special meeting, it certainly seems the meeting was not valid. 

I understand from another thread that you only have a copy of the 11th edition, so citations to the 11th and 12th editions are provided in response to each of your requests for citations. I would note that while none of these rules have substantively changed, in some cases the 12th edition language is more detailed, so exact quotes from the 12th are provided.

"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." RONR (12th ed.) 49:16; RONR (11th ed.) p. 486, ll 33-3

"A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." RONR (12th ed.) 9:13; RONR (11th ed.) p. 91, ll 28-35

On 1/13/2023 at 9:45 AM, Duty Calls said:

If it is a rogue board, is this a legally binding expense, or can the board members be required to pay it back out of pocket? Please cite RONR. 

I cannot speak to whether the expense is legally binding. That is a question for an attorney.

As a parliamentary matter, if the expenses were in fact made at an invalid meeting, then these actions were taken by individual board members and are not the action of the board. Board members may be required to pay back any unauthorized expenses. In the alternative, the board might choose to Ratify the actions taken.

"The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly. Cases where the procedure of ratification is applicable include: ...
• action taken by officers, committees, delegates, subordinate bodies, or staff in excess of their instructions or authority—including action to carry out decisions made without a valid meeting, such as by approval obtained separately from all board members (49:16) or at an electronic meeting (9:30–36) of a body for which such meetings are not authorized;" RONR (12th ed.) 10:54; RONR (11th ed.) p. 124, ll 24-35

"The usual possible penalties for an officer are censure or removal from office, although in special circumstances others may be appropriate (for example, to repay into the society's treasury funds that the officer has been found guilty of misappropriating, perhaps with an added fine)." RONR (12th ed.) 63:33; RONR (11th ed.) p. 668, ll 4-8

On 1/13/2023 at 9:45 AM, Duty Calls said:

Also, since it was a board decision which involved group money, whether rogue or not, do all board members and all members of the society have a right to see what was done, and do the excluded board members have a right to see the board minutes? 

All members of the board have a right to view minutes of board meetings, whether or not the board members were present at the meeting in question. Nothing in RONR grants members of the society the right to view minutes of board meetings. It is possible, however, that your organization's rules or applicable law provide otherwise. Additionally, the board or the society may order the minutes to be shared with the society in a particular case.

"A record of the board's proceedings is kept by the secretary, just as in any other assembly. Only members of the board have the right to examine the minute book kept by the secretary (cf. 47:36), unless the board orders otherwise (see next paragraph). Board members are, however, free to share the content of the minutes with others, except for any content protected by the secrecy of an executive session that has not been lifted (see 9:26–27).

The board can order that any specified person(s)—including, for example, all members of the society—be permitted to view, or be furnished with copies of, board minutes. A motion to do so is an incidental main motion, which can be adopted by a majority vote if the minutes are not protected by executive-session secrecy. If they are protected by such secrecy, the motion requires a two-thirds vote, the vote of a majority of the entire membership of the board, or a majority vote if previous notice has been given.

Whether or not board minutes are protected by the secrecy of an executive session, the assembly of the society can adopt a motion granting such permission, or can order that the board's minutes be produced and read at a meeting of the assembly, by a two-thirds vote, the vote of a majority of the entire membership of the assembly, or a majority vote if previous notice has been given." RONR (12th ed.) 49:17-19; RONR (11th ed.) p. 487, ll 13-20

On 1/13/2023 at 9:45 AM, Duty Calls said:

Will it make a difference if that was a rogue board or not? 

I still am not entirely certain what this means. To the extent this question is asking about whether the board meeting was valid, I suppose that gets complicated. Strictly speaking, if the meeting wasn't valid, it isn't a board meeting, so there shouldn't be any minutes. But I assume the members in question are operating under the assumption this was a valid meeting. So there should be minutes, and those minutes should be available to all members of the board.

On 1/13/2023 at 9:45 AM, Duty Calls said:

If it is a rogue board, can it put the group in legal danger, if so, please cite RONR.

RONR has no answer to this question. That is a question for an attorney.

[Duty Calls]

Thanks to everyone that responded. The detailed responses are greatly appreciated. We have ordered the RONR 12th edition for future reference.

It was # 3, a special meeting that was not scheduled at any other meeting. Our Bylaws specify that a 72 Hour advance notice is required to schedule a special meeting.

A point was raised at a general meeting. The point was basically ignored, the chair was one of the members of this improperly called board meeting (ICBM), another board member that attended the ICBM stated to the membership that "they had a quorum", and for one thing, most members of the society don't seem to understand the bylaws and RONR so they aren't sure what to say or do. When one board member said they had a quorum, that settled it, because the membership knows that a quorum is required to have a meeting. They don't seem to understand that if the meeting is not properly called, there can be no quorum. The majority of the board members were at the ICBM and none spoke against the actions that they took there.

What is meant by a "rogue board" is speaking to the validity of the improperly called board meeting and the action to spend funds by certain or all members at that meeting despite it being improperly called.

[Rob Elsman]

Everything devolved into chaos, and I am not able to make order out of chaos.  One might hold that the point was dealt with--sort of.  Or, one might hold that the wholly incompetent chair had no idea what his role was, and the point was not dealt with.  I cannot make a silver purse out of a sow's ear.

[Josh Martin]

On 1/13/2023 at 3:00 PM, Duty Calls said:

It was # 3, a special meeting that was not scheduled at any other meeting. Our Bylaws specify that a 72 Hour advance notice is required to schedule a special meeting.

A point was raised at a general meeting. The point was basically ignored, the chair was one of the members of this improperly called board meeting (ICBM), another board member that attended the ICBM stated to the membership that "they had a quorum", and for one thing, most members of the society don't seem to understand the bylaws and RONR so they aren't sure what to say or do. When one board member said they had a quorum, that settled it, because the membership knows that a quorum is required to have a meeting. They don't seem to understand that if the meeting is not properly called, there can be no quorum. The majority of the board members were at the ICBM and none spoke against the actions that they took there.

What is meant by a "rogue board" is speaking to the validity of the improperly called board meeting and the action to spend funds by certain or all members at that meeting despite it being improperly called.

Thank you. Based upon these additional facts, I stand by my previous responses.

It's not clear why a Point of Order regarding this matter was raised at a meeting of the general membership. Since this appears to involve an improperly called board meeting, it would seem logical to raise a Point of Order, along with any subsequent appeal, at a meeting of the board. In the event such a Point of Order is "ignored," see RONR (12th ed.) 62:2-15; RONR (11th ed.) p. 651-653 for next steps.

In the event the board members are fine with the actions that were taken, then the appropriate next step, as previously noted, would be to Ratify the actions taken.

[Richard Brown]

It might be possible for the membership, at a membership meeting, to reverse the action of the board.  See official Interpretation 2006-13 here: https://robertsrules.com/official-interpretations/.  Scroll down to No 2006-13.

You might also want to consider disciplinary action against one or more board members. For information on discipline, see Chapter XX of RONR (12th ed.).  For how to remove an officer before his term is up, see FAQ No. 20 here:  (scroll down to # 20):  https://robertsrules.com/frequently-asked-questions/

 

[Joshua Katz]

On 1/13/2023 at 3:00 PM, Duty Calls said:

A point was raised at a general meeting. The point was basically ignored, the chair was one of the members of this improperly called board meeting (ICBM), another board member that attended the ICBM stated to the membership that "they had a quorum", and for one thing, most members of the society don't seem to understand the bylaws and RONR so they aren't sure what to say or do. When one board member said they had a quorum, that settled it, because the membership knows that a quorum is required to have a meeting. They don't seem to understand that if the meeting is not properly called, there can be no quorum. The majority of the board members were at the ICBM and none spoke against the actions that they took there.

 

Yes, a sizable part of the population seems to believe that a group within a society can, by cherry-picking a group the size of a quorum, hold secret meetings and commit the organization to whatever it wants, and that this is in accord with RONR. I don't know why this belief is so popular when it is so obviously wrong.