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special meeting


L. Thorson

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Our bylaws provide that the time and place of "ALL" board meetings shall be made available to the membership. The bylaws further provide that all Board meetings at which official business of the corporation is transacted, with the exception of meetings limited to "personnel and/or legal matters" shall be OPEN to the membership. Recently the Board convened in a no-notice special meeting (Executive Session)presumed to discuss either a legal or a personnel matter. During the course of the Executive Session the Board decided to discuss several pieces of business that were not "legal or personnel". The Board then ostensibly convened in Open Session and took a vote on the business that was not "legal or personnel". Since the time and place of the meeting was not announced to the membership, no one was around when the meeting became "open". Further, the minutes are not available because of the Secretary's decision of the confidentiality of an Executive Session. It is believed that the board will come to realize that they illegally convened a meeting. Therefore all actions taken at an illegally convened closed Executive Session are moot. What is the proper action that the Board should take: 1)to reflect that the meeting was illegally convened and 2)rules adopted or decisions made at the meeting are null and void? Or will a motion adopted by the Board suffice, i.e., declaring that the meeting was illegally convened?

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What is the proper action that the Board should take: 1)to reflect that the meeting was illegally convened and 2)rules adopted or decisions made at the meeting are null and void? Or will a motion adopted by the Board suffice, i.e., declaring that the meeting was illegally convened?

The chair, either at his own initiative or in response to a Point of Order, may rule that the meeting was improperly called, and therefore that the business conducted is null and void. If the chair rules such a Point of Order not well taken, a member should appeal from the decision of the chair. A majority vote is sufficient to overturn the ruling of the chair.

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The chair, either at his own initiative or in response to a Point of Order, may rule that the meeting was improperly called, and therefore that the business conducted is null and void. If the chair rules such a Point of Order not well taken, a member should appeal from the decision of the chair. A majority vote is sufficient to overturn the ruling of the chair.

Further, the membership may, by 2/3 vote, compel the board to produce its minutes and have them read to the membership...including that portion occurring in executive session.

Note to all secretaries out there. Consider the above as you prepare your minutes. The minutes should mainly contain a record of what happened at the meeting and not what was said by the members.

-Bob

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