Work Session and Quorum

[Guest Kate]

Our five member Board will be having a work session a week prior to its regularly scheduled Board meeting to discuss one lengthy issue. All five members will be attending the work session. Am I correct in assuming that any decisions made at the work session will not be binding and a motion to approve any decision will need to be made at the regular board meeting? Also, when they break for lunch, if they are all together, is that considered a quorum? And if so, should any discussions pertaining to the work session be avoided? Thank you.

[Robert B Fish]

Our five member Board will be having a work session a week prior to its regularly scheduled Board meeting to discuss one lengthy issue. All five members will be attending the work session. Am I correct in assuming that any decisions made at the work session will not be binding and a motion to approve any decision will need to be made at the regular board meeting? Also, when they break for lunch, if they are all together, is that considered a quorum? And if so, should any discussions pertaining to the work session be avoided? Thank you.

Most of your post seems to be based on a misunderstanding of the rules.

Only decisions made in a properly called meeting with a quorum present are biding decisions. However, there is nothing in RONR that would prevent any of the board members from discussing issues in an unofficial setting prior to the meeting. Perhaps you are feeling that so-called 'sunshine laws' somehow apply to your group. They might but those rules are not to be found in RONR.

Some on this board feel that if EVERY MEMBER of your board were to meet, that would constitute waiver of notice and they could convene a proper meeting and make binding decisions. That's a little shakey, IMHO.

-Bob

[Guest Nancy N.]

I'm going to differ a little from what Bob says, probably because I don't know what's good for me. I'll say that what Kate calls a work session resembles, some, what Robert's Rules calls a special meeting. To have one legitimately, it has to be provided for in the bylaws. So, if the bylaws provide for work sessions, and if they provide that the assembly in these work sessions act as the assembly of a business meeting, so that they can make decisions in the name of the organization -- that these work sessions don't just allow people to do actual work, like collating the pages of a mailing to the membership, or hammering up a stage set (for a theater society) or cleaning out the cages (for an animal care society) or doing engine work (for a volunteer fire company) or polishing the crocodiles (for a parliamentarians' club) -- then the decisions, yes, *WILL* be binding, and in fact any motion to rubber-stamp them will be out of order.

I think Bob has nailed it about discussions over lunch.