Telephonic Meetings Not Being Handled Properly

[Guest Eric Bradshaw]

Several voting members in our family  corporation have requested an in-person meeting to address some concerns we have about a potential business venture that we have been presented with, to which the board members agreed to. We have been having several meetings via telephone, and they have been conducted by someone who is not even a board member. This person has resorted to muting everyone on the call and has forbidden several board members (except for a select few) to share important information that would be in the best interests of the company. There is also a large amount of information being withheld from many, and there are a few board members that have gotten paperwork changed and updated without informing the entire corporation. As a result, when our  meetings begin, there are several people unaware of these events that have taken place. We have just received notification that we are having the meeting two weeks sooner than was agreed, and it will once again be conducted via telephone. Is there something in Robert’s Rules of Order that we can reference to ensure that this process can be done as fairly and just as possible? 

[Josh Martin]

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

Several voting members in our family  corporation have requested an in-person meeting to address some concerns we have about a potential business venture that we have been presented with, to which the board members agreed to.

What do your bylaws say with regard to calling meetings?

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

We have been having several meetings via telephone

Do your bylaws (or applicable law) permit meeting in this manner?

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

and they have been conducted by someone who is not even a board member.

This, in and of itself, is not necessarily a problem, although ultimately such an arrangement will require the board's approval.

"In certain instances in an ordinary society—for example, if an adjourned meeting or a special meeting (9) must deal with a problem that has intensely divided the organization—it may be that such a meeting can accomplish more under the chairmanship of an invited nonmember who is skilled in presiding. (Sometimes this may be a professional presiding officer.) If the president and vice-president(s) do not object, the assembly, by majority vote, can adopt an incidental main motion to effect such an arrangement for all or part of a session. This motion is a question of privilege affecting the assembly (19). Alternatively, the rules may be suspended to authorize this type of temporary appointment, even over the objection of the president or a vice-president. Cf. 62:13–14." RONR (12th ed.) 47:13

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

This person has resorted to muting everyone on the call and has forbidden several board members (except for a select few) to share important information that would be in the best interests of the company.

As I understand the facts, you are saying that this person is not permitting board members who have properly sought recognition to speak. I am in complete agreement that this is entirely improper.

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

We have just received notification that we are having the meeting two weeks sooner than was agreed, and it will once again be conducted via telephone.

Please clarify how the original meeting date "was agreed" to.

On 4/26/2024 at 7:06 AM, Guest Eric Bradshaw said:

Is there something in Robert’s Rules of Order that we can reference to ensure that this process can be done as fairly and just as possible? 

I would probably advise getting a new chair, for starters. For assistance in that regard, in addition to the citation above, see also RONR (12th ed.) 62:2-15, "Remedies for Abuse of Authority by the Chair in a Meeting."

As to the issues related to calling a meeting, you will have to look at what your bylaws say on that subject.

There also appear to be some issues here which are more legal than parliamentary in nature, and you may need legal counsel.

[Richard Brown]

In addition to the excellent questions posed above by Mr. Martin, I want to drill down further on one of them:  who is this nonmember who is conducting the board meetings and how and why and by whom was he selected to do so? I agree with Mr. Martin that this board needs to take back control of its meetings and probably select a new presiding officer quickly. 

[Guest Eric Bradshaw]

 

On 4/26/2024 at 8:05 AM, Josh Martin said:

What do your bylaws say with regard to calling meetings?

Our bylaws (created years ago) say nothing regarding conducting telephonic/electronic meetings, but rather in-person meetings. The thing that I am most concerned about is that voting is occurring via telephone, much to the  opposition from some members of the board. 

 

On 4/26/2024 at 8:05 AM, Josh Martin said:

As I understand the facts, you are saying that this person is not permitting board members who have properly sought recognition to speak.

Correct. 
 

On 4/26/2024 at 8:05 AM, Josh Martin said:

Please clarify how the original meeting date "was agreed" to.

At our last meeting, the chairperson proposed that we meet in a week’s time to vote on a proposed motion. Several brought stated that it wasn’t enough adequate, as there was research to be done on the matter so that everyone could be well-informed. There are also proposed contracts involved that need to be updated, and we have yet to obtain a copy of this updated paperwork. It was proposed by a few board members to meet in two to three weeks, which the majority agreed to. The meeting was adjourned. Shortly after the meeting, a few dates were proposed by the members who suggested to meet in a few weeks, as to which one of the board members stated that he would not be able to bake the meeting on those days. A few other dates were proposed. Then, silence. As of yesterday, we received a text message stating that we would be minutes in two days time with an agenda on issues to vote upon. The board did not vote or agree said date. 

[Guest Eric Bradshaw]

On 4/26/2024 at 8:48 AM, Richard Brown said:

In addition to the excellent questions posed above by Mr. Martin, I want to drill down further on one of them:  who is this nonmember who is conducting the board meetings and how and why and by whom was he selected to do so? I agree with Mr. Martin that this board needs to take back control of its meetings and probably select a new presiding officer quickly. 

This person is a family member. It was casually suggested by one person on the board, and shortly after this chairperson began presiding over our telephonic meetings. This was not formally voted upon with a majority vote, however I am certain that a few board members approve of this. This is a new ordeal, as he has presided upon the past 4 or 5 meetings. 
 

[Josh Martin]

On 4/26/2024 at 10:10 AM, Guest Eric Bradshaw said:

Our bylaws (created years ago) say nothing regarding conducting telephonic/electronic meetings, but rather in-person meetings. The thing that I am most concerned about is that voting is occurring via telephone, much to the  opposition from some members of the board. 

The other thing to check into would be applicable law, but based upon the facts provided at this time, it seems to me that all board meetings (and voting) must be in person.

"Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined in 8:2(1), a single official gathering in one room or area—of the assembly of its members at which a quorum is present." RONR (12th ed.) 9:30

"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 2—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. (See also Electronic Meetings, 9:30–36.)" RONR (12th ed.) 49:16

On 4/26/2024 at 10:10 AM, Guest Eric Bradshaw said:

At our last meeting, the chairperson proposed that we meet in a week’s time to vote on a proposed motion. Several brought stated that it wasn’t enough adequate, as there was research to be done on the matter so that everyone could be well-informed. There are also proposed contracts involved that need to be updated, and we have yet to obtain a copy of this updated paperwork. It was proposed by a few board members to meet in two to three weeks, which the majority agreed to. The meeting was adjourned. Shortly after the meeting, a few dates were proposed by the members who suggested to meet in a few weeks, as to which one of the board members stated that he would not be able to bake the meeting on those days. A few other dates were proposed. Then, silence. As of yesterday, we received a text message stating that we would be minutes in two days time with an agenda on issues to vote upon. The board did not vote or agree said date. 

Thank you for these additional facts.

This makes things rather complicated, because as I understand it, the board essentially adopted a motion "to meet in two to three weeks," but failed to decide upon a specific date. Had the board decided upon a specific date, I think that would make things more clear and much easier to move forward. Since no specific date was agreed upon, however, while I believe the chair acted improperly in determining a date that was not within the "two to three weeks" timeframe decided upon by the board, I'm not certain I can conclude that the originally scheduled meeting must move forward (because no meeting was ever actually scheduled).

As to the question of whether this new meeting is proper, I'm not certain. The chair cannot call this meeting on the basis of the motion adopted by the board, since it is outside of the timeframe agreed to by the board. However, it may well be there is something else in the bylaws authorizing the chairperson to call a meeting.

What do the bylaws say concerning calling board meetings?

Edited April 29, 2024 at 02:48 PM by Josh Martin