Board members withholding information

[Inquisitive Secretary]

What to do if the board president and vice president confer privately about board business, make decisions and act on those decisions without the knowledge of the remaining board members until after the fact?

I sit on a 9 person board of a 501c7 club. Four officers; President, Vice President, Secretary & Treasurer, and 5 Directors at large.

From our bylaws:

Rules of Procedure. The President shall be responsible for establishing an agenda at

each meeting. Except as otherwise provided in these Bylaws, Robert’s Rules of Order, as

Revised, shall govern all business proceedings of the Club.

 

Number of Directors. A Board of Directors consisting of Nine (9) Members, including
a President, Vice-President, Secretary, Treasurer, and five directors-at-large shall have sole
management of the Club.

Term of Office. Directors shall be elected at each Annual Meeting for a term of two
(2) years, or the completion of an unexpired term. The terms of directors shall be staggered,
with either four (4) or five (5) expiring each year. Directors shall serve until replaced.
Section 4.3 Term Limits. No director shall be elected to more than three (3) two-year terms or a
total of six (6) consecutive years, after which he or she shall not hold a position on the Board of
Directors for at least one year.

President. It shall be the duty of the President to preside at all meetings of the Club
and of the Board of Directors, to appoint all committees, and to perform such other duties as
ordinarily pertain to the office.

Vice-President. The Vice-President shall assume all the powers and duties of the
President in the absence of the President, and such other duties prescribed by the Board.

Please let me know if any other information would be helpful to this discussion and thank you in advance!

[Weldon Merritt]

On 5/14/2024 at 5:03 PM, Inquisitive Secretary said:

What to do if the board president and vice president confer privately about board business, make decisions and act on those decisions without the knowledge of the remaining board members until after the fact?

It depends on exactly what the decisions are and how they are acted on. If they are just conferring about strategy for a meeting, that violates noting in RONR. But if (as I suspect you mean) they are making and acit9ng on decisions that should be made by the board, those action are not valid unless and until they are ratified by the board. If the board does not ratify them (which they are under no obligation to do) the president and vice president are personally for any consequences of the actions. They also can be disciplined; but whether the board can do that or it must be done by the general membership depends on what, if anything, the bylaws say about disciplinary procedures. If the bylaws are silent, the procedures in RONR Chapter XX must be followed. However, the two officers may be censured without going through the disciplinary process. In fact, a motion to ratify the actions may be amended to instead censure them (or vice versa).

[Inquisitive Secretary]

To be more precise, the President was contacted via telephone by one of our members asking to make the board aware of an issue with one of our fellow board members which might result in the member pursuing a lawsuit against that board member. This phone discussion was several days before a scheduled, closed-session board meeting, which was being held to discuss this exact topic/board member, in which there were motions and votes.

The President, instead of sharing the information with the board (as was the intention of the member) called the Vice President and they decided they would withhold this information and not make it available to the other board members until 2 days after the meeting.

From our by-laws, we don't have anything specifically regarding discipline of board members, only members (which board members must be to qualify for a board seat)

Suspension and Expulsion of Members. Any Member, including either or both
adults under a Family Membership, may be suspended, expelled or disciplined by the
affirmative vote of at least three-fourths (3⁄4) of the entire Board, acting at a regular or special
meeting, for conduct which in the opinion of the Board is a) materially and seriously
prejudicial to the Club’s purposes and interests, or b) in material violation of the rules and
regulations of the Club. No Member shall be expelled or suspended from the Club (other than
the automatic suspension as a result of the provisions of Section 2.10) except after a hearing
held in compliance with this article. The Member shall be given notice of an opportunity to
respond to the charges, orally or in writing at a hearing to be held before the Board. Such
notice shall be in writing and shall be delivered personally or sent by certified mail, with
return receipt requested, to such Member not less than fifteen (15) days prior to the date upon
which the hearing will be held. The notice shall set forth the charges against him or her, the
identity of any witnesses whose testimony will be considered, a copy of any written statements
of such witnesses, and the date, time and place of the hearing to be conducted by the Board to
consider such charges. After the hearing, the Board shall privately consider the matter and
vote. Written notice of the decision shall be given to the Member in the same manner as the
notice of hearing was given. A determination to expel or suspend a Member shall take effect
no earlier than five (5) days after such written notice of the action of the Board has been given
to the Member. An expelled Member shall receive a prorated refund of dues already paid. In
any matter in which the Board has the power to suspend or expel a member, the Board may
also elect, in lieu thereof, to impose without a hearing, unless the Member requests, such less
severe measures with respect to the Member as may be necessary or advisable to redress the
misconduct of the member.

Removal. A director who is absent for three (3) successive regular meetings of the
Board, or four (4) meetings in one year may be asked to resign from the Board of Directors by a
majority vote of the other directors. Any director may be removed from the Board, with or
without cause, by a majority vote of the Members at a Special or Annual Meeting.

 

I don't want to remove these board members, just compel them to behave appropriately.

Edited May 14, 2024 at 10:45 PM by Inquisitive Secretary
adding more info

[Weldon Merritt]

On 5/14/2024 at 5:40 PM, Inquisitive Secretary said:

To be more precise, the President was contacted via telephone by one of our members asking to make the board aware of an issue with one of our fellow board members which might result in the member pursuing a lawsuit against that board member. This phone discussion was several days before a scheduled, closed-session board meeting, which was being held to discuss this exact topic/board member, in which there were motions and votes.

The President, instead of sharing the information with the board (as was the intention of the member) called the Vice President and they decided they would withhold this information and not make it available to the other board members until 2 days after the meeting.

It appears to m that the President and VP didn't take action, they decoded not to do so. Unless something in your bylaws requires the president to pass information received outside a meting, he is under no obligation t do so. For all I know, he may have had a good and valid reason for not passing it on at the next board meeting. 

 

That said, if you feel that the President should have passed the information on, you are free to make a motion at the membership meeting to censure him for not doin so. 

[Inquisitive Secretary]

Thank you for that opinion. What would censuring the President accomplish?

[Weldon Merritt]

On 5/14/2024 at 6:12 PM, Inquisitive Secretary said:

What would censuring the President accomplish?

Very little. It merely expresses the assembly's opinion of the president's actions. But it's about all you can do without going through the disciplinary process.

[Inquisitive Secretary]

Thank you very much for your insight on this