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Illegal Board Meeting


Guest J. Green

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Our club Bylaws state that if a board meeting is to be called, it "shall be held at such times and places as designated by the President or by a majority vote of the entire Board. Written notice of each such other meeting shall be mailed by the Secretary to each member of the Board at least 14 days prior to the date of the meeting."

Under the same Article, "Meetings" it also states that "The Board of Directors may conduct its business by mail, FAX or telephone conference call through the Secretary."

Our club's board recently decided to have a phone meeting and gave a 30 minute notice to the board members via e-mail. Consequently, two members did not get the notice and were not included in the meeting...those being the President and Secretary. It has been confirmed by the Secretary that both of these above stipulations were not met. The President was not involved in the meeting and the Secretary came in halfway through the meeting because he was at work.

In light of the manner in which this meeting was held, would it be safe to assume that anything that transpired during that meeting would be null and void as the meeting was called to order in violation of the Bylaws?

Thank you.

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In light of the manner in which this meeting was held, would it be safe to assume that anything that transpired during that meeting would be null and void as the meeting was called to order in violation of the Bylaws?

Yes. Any business transacted is null and void, as the meeting was improperly called on several counts. (RONR, 10th ed., pg. 89, lines 15-17; pg. 244, lines 4-8, 21-26) The rule requires that the notice be "mailed," not e-mailed, the notice was sent far less than 14 days in advance, the notice was not sent to all members, and the notice was not sent by the Secretary. It also appears that the President did not call the meeting, and it's unclear whether a majority of the board supported the call, so it's possible that rule was violated as well.

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Yes. Any business transacted is null and void, as the meeting was improperly called on several counts. (RONR, 10th ed., pg. 89, lines 15-17; pg. 244, lines 4-8, 21-26) The rule requires that the notice be "mailed," not e-mailed, the notice was sent far less than 14 days in advance, the notice was not sent to all members, and the notice was not sent by the Secretary. It also appears that the President did not call the meeting, and it's unclear whether a majority of the board supported the call, so it's possible that rule was violated as well.

Josh. C'mon, we can't at all say. While the reference to absentee action is in the bylaws under the article called "meetings," clearly some of the procedures mentioned are not at meetings at all. So it is an uncomfortable stretch to say flatly that this was a meeting, and an improperly-called one. It's their bylaws; they have to figure out what they mean. We internet pundits can't. The Platonic ideal "570 - 573" floats in the aether around now for some reason.

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Josh. C'mon, we can't at all say. While the reference to absentee action is in the bylaws under the article called "meetings," clearly some of the procedures mentioned are not at meetings at all. So it is an uncomfortable stretch to say flatly that this was a meeting, and an improperly-called one. It's their bylaws; they have to figure out what they mean. We internet pundits can't. The Platonic ideal "570 - 573" floats in the aether around now for some reason.

While it's true that some of the procedures mentioned are not meetings at all, teleconferences are meetings. But fair enough. Ultimately the society will have to interpret its own Bylaws. (RONR, 10th ed., pgs. 570-573)

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