Unofficial meetings

[Guest Rick G]

I am a member of the Board of Directors (BOD) of a non-profit trade association and periodically the members of the BOD get together casually and discuss items/situations/topics related to the business of the association. These meeting may be over dinner or just 2 or 3 or more members get together to chat. Sometimes there are enough members of the BOD present to constitute quorum. No motions are made, no votes are taken. Is this permissible?

 

[puzzling]

On 5/1/2023 at 3:27 PM, Guest Rick G said:

I am a member of the Board of Directors (BOD) of a non-profit trade association and periodically the members of the BOD get together casually and discuss items/situations/topics related to the business of the association. These meeting may be over dinner or just 2 or 3 or more members get together to chat. Sometimes there are enough members of the BOD present to constitute quorum. No motions are made, no votes are taken. Is this permissible?

 

Except if you are obliged to follow sunshine laws there is nothing wrong with informal gatherings. They are not board meetings, no business is done. 

But there could be trouble if some boardmembers are not there, they can acuse you off back room policies. Don't refer in board Meetings to it and don't take boardpapers with you to the gathering.

[Gary Novosielski]

On 5/1/2023 at 10:27 AM, Guest Rick G said:

I am a member oI the Board of Directors (BOD) of a non-profit trade association and periodically the members of the BOD get together casually and discuss items/situations/topics related to the business of the association. These meeting may be over dinner or just 2 or 3 or more members get together to chat. Sometimes there are enough members of the BOD present to constitute quorum. No motions are made, no votes are taken. Is this permissible?

 

It is permissible under the rules of ROINR, but not under many Sunshine Laws, which apply almost exclusively to government bodies.

But it's important to note that even if a quorum were present, business could not be conducted, because showing up in the same location does not constitute a properly-called meeting.

[Guest Rick G]

Thank you both! Is there a page reference that shows this?

[Gary Novosielski]

On 5/3/2023 at 4:12 PM, Guest Rick G said:

Thank you both! Is there a page reference that shows this?

RONR (12th ed.) 9:1 and 9:13 define regular and special meetings, which are the two types.  You will note that randomly showing up does not qualify as either type.

[Tomm]

On 5/1/2023 at 2:55 PM, Gary Novosielski said:

But it's important to note that even if a quorum were present, business could not be conducted, because showing up in the same location does not constitute a properly-called meeting.

I'm assuming you're referring to the difference between an assembly and a meeting. However, what if the "assembly" was specifically called to discuss business even though no votes would take place?

Some of the board members in our organization would like to hold "work sessions" to discuss issues in between the regular board meetings, rather than debating the issues at the board meeting itself, which are open to the Members, but some fear that even that would constitute a meeting.

What would some of the specific do's and don'ts be of an informal "work session" gathering without fear of any violations of RONR?   

[Gary Novosielski]

I can't think of any do's.

[Josh Martin]

On 5/7/2023 at 2:58 PM, Tomm said:

I'm assuming you're referring to the difference between an assembly and a meeting. However, what if the "assembly" was specifically called to discuss business even though no votes would take place?

Some of the board members in our organization would like to hold "work sessions" to discuss issues in between the regular board meetings, rather than debating the issues at the board meeting itself, which are open to the Members, but some fear that even that would constitute a meeting.

What would some of the specific do's and don'ts be of an informal "work session" gathering without fear of any violations of RONR?   

So far as RONR is concerned, any number of members of a board, up to and including all of them, are free to gather outside of a regular or properly called meeting at any time they wish and discuss any business they like. The only "don't" in this regard is that the members cannot take any action as the board. So long as it is limited to discussion, there is no fear of any violation of RONR. So long as it is not a regular or properly called meeting of the board, it is not a meeting, and nothing can magically transform it into a meeting.

"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

Of course, under the rules of RONR, it is also the case that only board members have a right to attend board meetings, so there is no need for the workaround you describe - if the board wishes to debate issues without members of the organization present, they can simply close the meeting.

In an organization where the board meetings are required by a rule of the organization or by applicable law to be open to the members, then it may well be that discussing business in "work sessions" conflicts with such rules, but that is a question concerning the organization's rules or applicable law, not a question about RONR. If your question is concerning applicable law, you may wish to consult an attorney. If your question is concerning your organization's rules, it may be desirable to clarify the organization's rules concerning such matters if the board is attempting to find "loopholes."

The "open meeting laws" or "sunshine laws" of many states will have rules addressing matters such as this, which would be something to research if your organization is subject to such rules, or if not, they may be useful as guidance in refining your organization's own rules.

Edited May 8, 2023 at 11:49 AM by Josh Martin

[puzzling]

On 5/7/2023 at 8:58 PM, Tomm said:

I'm assuming you're referring to the difference between an assembly and a meeting. However, what if the "assembly" was specifically called to discuss business even though no votes would take place?

Some of the board members in our organization would like to hold "work sessions" to discuss issues in between the regular board meetings, rather than debating the issues at the board meeting itself, which are open to the Members, but some fear that even that would constitute a meeting.

What would some of the specific do's and don'ts be of an informal "work session" gathering without fear of any violations of RONR?   

I smell a small furry animal here. Why not do it in an official way? 

While I don't say that you should not it is,al heading in a,wrong direction. Play open with the membership why is there a problem with members at your official boardmeetings?

If there is a special rule of order that states that members have a right to be at boardmeetings ask the membership to amend them.

Another problem with your workshop gatherings is that some boardmembers will feel excluded because they were not invited to them.

Holding official board-staff meetings is a good thing, but unregulated ones can be bad...

But you still may talk to other boardmembers if by accident you meet, but hold official discussions where they belong.

Just play open with your membership,  and fellow board members. They will need to trust and elect you and don't try to undermine that.

[Gary Novosielski]

The following is not RONR-based advice, so I will keep it brief.

In my experience, when a board (which is a subordinate body to the membership) starts looking for loopholes to cut the membership out of the decision-making process, one of three things occurs:

• The membership decides that it would be better off with a board that is transparent and responsive to them, and votes in a new board.
• The membership decides that it would be better off with a different organization, and votes with their feet, leading to the dissolution of the organization.
• The membership splits into factions, one of which votes with its feet and forms a new group, leaving behind a group which supports the board, but which nevertheless promptly votes in a new board.

In other words, it does not end well for the old board in any case.

[Guest Rick G]

Thank you all for your guidance. To make it clear there are times that the board members go out to lunch or dinner and the conversation evolves into topics which were discussed in the board meetings. I just want to be clear if this is an issue or not so that the members of the board can do the right thing. If we are not suppose to have these conversations we would avoid the topics in question. Again I thank you all for your insights and guidance.

[Josh Martin]

On 5/12/2023 at 11:54 AM, Guest Rick G said:

Thank you all for your guidance. To make it clear there are times that the board members go out to lunch or dinner and the conversation evolves into topics which were discussed in the board meetings. I just want to be clear if this is an issue or not so that the members of the board can do the right thing. If we are not suppose to have these conversations we would avoid the topics in question. Again I thank you all for your insights and guidance.

It conflicts with no rule in RONR for board members to meet over lunch or dinner and discuss topics which are, or will be, discussed in board meetings. There may or may not be issues with this under the organization's rules or applicable law, depending on the type of organization, but that is beyond the scope of RONR and this forum.

[Richard Brown]

Agreeing with Mr. Martin, there is nothing in RONR which prohibits officers or members  from getting together and informally discussing the organization’s affairs.  

Edited May 13, 2023 at 07:44 PM by Richard Brown
Typographical correction

[Guest Rick G]

Thank you all for your input