Officers Present

[Sunni]

Does an officer on the Board have to be present to open an official meeting?  

[J. J.]

On 7/6/2023 at 1:07 PM, Sunni said:

Does an officer on the Board have to be present to open an official meeting?  

Of the society as opposed to the board?  No, unless the bylaws require it. 

[Rob Elsman]

In most ordinary societies, members of the executive board are considered to be officers of the society, and the governing documents will so state; therefore, the presence of a quorum would necessarily mean that officers are present.

[Gary Novosielski]

On 7/6/2023 at 1:07 PM, Sunni said:

Does an officer on the Board have to be present to open an official meeting?  

Not necessarily but this question seems to be the same as your previous question except that one had considerably more information.  

If your board meeting is a regular or properly called meeting, and has a quorum present, then business can be conducted.  A temporary presiding officer (chair pro-tem) is elected to preside for that one session.

From your previous question it seemed that quorum might have been an issue.  What is your quorum rule for board meetings?

[Josh Martin]

On 7/6/2023 at 12:07 PM, Sunni said:

Does an officer on the Board have to be present to open an official meeting?  

I suspect this is related to this question, which has some additional facts that lend additional clarity to the situation.

[Guest Sunni]

It is a 5 person board that has been operating as a four person board since the president resigned due to the interruptions, hinderance and general harassment t by a board member that used to be president but was voted out for badmouthing other board members to staff, owners and other board members, for blatant violations of the by-laws and nasty comments to the females on the board about being wrong all the time. So he was removed from the office but he did not resign from the board. So it has become his mission to contact owners and continue to badmouth the female board members that are the team now assigned to the operations of the resort. He says he called a special meeting via text with the appropriate 5-day notification and that he and the one other board conducted a meeting and had a vote. No officer was I. Attendance at that meeting because we never received notifications from him due yo him being blocked on calls and texts due to his nastiness towards us. We told him to contact us via email only. So he says he sent a notice and we weren’t there so he a regular director, no office, opened and held the meeting with the other board member. We can not concur and any business conducted is null and void. But my question was a matter of rules of meeting conduct and whether meetings can be conducted without an officer present even if they are called in accordance with the by-laws. 

[Guest Sunni]

Our bylaws are old and don’t specifically allow any video or teleconferencing and require that directors be given written notice for a special meeting. For regular meetings notice can be given by a phone call, telegraph, fax, or written notice received 5 days prior to the meeting. 

[Guest Sunni]

Our originals Articles of Incorporation set out a three person board and all three were officers. I am waiting on amendments to the Articles to determine whether there was an amendment to the number of board members. So when meetings were held there was always quorum. There is a section in the by-laws that says if there is not quorum, the meeting can be adjourned and the business that was to be conducted can be. Then it goes on to say that the Board members not in attendance can concur or sign off on the minutes if they agree and that makes them official. So that also says to me that if we do not concur then the action taken by the adjourned board is voided. 

[Josh Martin]

Thank you for these additional facts.

On 7/6/2023 at 12:07 PM, Sunni said:

Does an officer on the Board have to be present to open an official meeting?  

No.

On 7/8/2023 at 1:13 PM, Guest Sunni said:

He says he called a special meeting via text with the appropriate 5-day notification and that he and the one other board conducted a meeting and had a vote. No officer was I. Attendance at that meeting because we never received notifications from him due yo him being blocked on calls and texts due to his nastiness towards us. We told him to contact us via email only. So he says he sent a notice and we weren’t there so he a regular director, no office, opened and held the meeting with the other board member. We can not concur and any business conducted is null and void. But my question was a matter of rules of meeting conduct and whether meetings can be conducted without an officer present even if they are called in accordance with the by-laws. 

On 7/8/2023 at 1:19 PM, Guest Sunni said:

Our bylaws are old and don’t specifically allow any video or teleconferencing and require that directors be given written notice for a special meeting. For regular meetings notice can be given by a phone call, telegraph, fax, or written notice received 5 days prior to the meeting. 

Yes, a meeting can be conducted without any officers present. So the meeting is not invalid on that basis. It does seem, however, there may be some other problems with the meeting.

• It is still not entirely clear to me whether the meeting was properly called. I would want to see the exact wording the bylaws use in regard to calling meetings to make a determination on that matter. If the meeting was not properly called, the meeting and all business conducted at the meeting would be null and void.
• We have not been told what (if anything) the bylaws say in regard to quorum for meetings of the board. If the bylaws are silent on that subject, the quorum for a board is a majority of the current members, which would be three members for a four member board. There were only two members present. If there is not a quorum present, the meeting can (and must) still be called to order, but cannot conduct any substantive business, and the business conducted at the meeting is null and void.

On 7/8/2023 at 2:44 PM, Guest Sunni said:

Our originals Articles of Incorporation set out a three person board and all three were officers. I am waiting on amendments to the Articles to determine whether there was an amendment to the number of board members.

In addition to double-checking whether there has been an amendment to the articles, I would also check the exact wording in the articles on this matter. Quite frequently, provisions in the Articles of Incorporation will simply provide "default" provisions to use if the bylaws are silent, and will state that the bylaws may provide otherwise.

In the event, however, that it turns out that only the officers are board members, and therefore zero board members were present, then it certainly would seem this was not a properly called meeting of the board and the business conducted is null and void.

On 7/8/2023 at 2:44 PM, Guest Sunni said:

Then it goes on to say that the Board members not in attendance can concur or sign off on the minutes if they agree and that makes them official. So that also says to me that if we do not concur then the action taken by the adjourned board is voided. 

I am not familiar with this provision and I am not certain what it means. I would need to see the provision in question to hazard a guess. What you describe is foreign to the minutes approval process in RONR. The minutes are approved by the board itself, at the next regular meeting, by the members present at that time. Individual members are not required to concur or "sign off" on the minutes.

Further, the purpose of approving the minutes in RONR is to ensure they are an accurate and complete record of what occurred at the meeting. It has nothing to do with whether members agree with the actions contained in the minutes or even with whether the actions taken were proper. Failing to approve the minutes, at least so far as RONR is concerned, would not have the effect of "voiding" any business conducted at the meeting. Rather, it would simply mean the assembly has no record of what happened at that meeting, which is not desirable.

Rather, if it is alleged that some rule(s) have been violated that would cause a continuing breach and that the actions conducted at the meeting (and possibly the meeting itself) should be declared null and void, the appropriate procedure to do so is for the chair to make a ruling to that effect, either on his own initiative or in response to a Point of Order. Such a ruling is subject to appeal, and a majority vote is required to overturn the chair's ruling.

The fact that no officers were present, in itself, is not sufficient grounds to invalidate the business conducted, however, there appear to be some other issues which may be sufficient grounds to do so, as noted above.

[Atul Kapur]

On 7/8/2023 at 3:44 PM, Guest Sunni said:

Then it goes on to say that the Board members not in attendance can concur or sign off on the minutes if they agree and that makes them official. So that also says to me that if we do not concur then the action taken by the adjourned board is voided. 

 

On 7/8/2023 at 5:02 PM, Josh Martin said:

I am not familiar with this provision and I am not certain what it means. I would need to see the provision in question to hazard a guess. What you describe is foreign to the minutes approval process in RONR.

This sounds similar to some corporate statutes that allow directors to "sign off," i.e. give approval to, actions taken at a meeting where they were not present; some statutes even allow directors to waive notice after the fact. 

But this is, as Mr. Martin notes, very different than approving the minutes. Be very careful, Guest Sunni, that you aren't signing something under the impression or advice that you are simply approving the minutes when you are actually approving the actions taken/motions adopted at the meeting.