Board of Directors meeting

[Guest Guest LJ]

Hi all,

I will cut to the chase: Board of Directors meeting of closely held corporation set to occur next week, however, the executive committee (and others) would like to postpone the meeting. The agenda of that meeting includes electing officers and passing a budget, however, there is speculation that some of the Directors may have a conflict of interest and that is being investigated. In the meantime, we would like to postpone the Board of Directors meeting, but the Board does not want to. RONR has long been used as a guideline, but its usage isn't "official". Does "the book" say anything about who can postpone a Board meeting, and how?

Thank you!

[Kim Goldsworthy]

Board of Directors meeting of closely held corporation set to occur next week,

however, the executive committee (and others) would like to postpone the meeting.

The agenda of that meeting includes electing officers and passing a budget,

however, there is speculation that some of the Directors may have a conflict of interest and that is being investigated.

In the meantime, we would like to postpone the Board of Directors meeting,

but the Board does not want to.

RONR has long been used as a guideline, but its usage isn't "official".

Does "the book" say anything about who can postpone a Board meeting, and how?

Yes, The Book does provide a rule regarding 'who gets to postpone meetings'.

In general, the body which is meeting is free to

(a.) recess;

(b.) adjourn;

(c.) fix the time to which to adjourn (i.e., set the day/hour to continue the present meeting's order of business);

(c.) postpone items to the next regular meeting;

(d.) if a special meeting is created, to postpone items to that special meeting.

(Strictly speaking, you do NOT "postpone meetings". There is a difference between (1.) postponing an item of business; vs. (2.) 'postponing a meeting' (whatever that means).)

• Boards do not mess with executive committee meetings;

• executive committees do not mess with board meetings.

The assembly which is meeting controls its own order of business, and is free to postpone items to a later hour or a later date.

[Josh Martin]

In the meantime, we would like to postpone the Board of Directors meeting, but the Board does not want to.

Then unless you have something in your Bylaws regarding this, you're out of luck.

Does "the book" say anything about who can postpone a Board meeting, and how?

The closest thing in RONR to "postponing" a board meeting would be for the board, at the meeting, to set up an adjourned meeting and then adjourn the current meeting. I could go into the details of how to do this if you like, but since any method will require at least a majority vote, this is not an option if "the Board does not want to." There is no method in RONR for any body or person other than the board to "postpone" a board meting.