Special Meeting Called

[Guest Susan]

A proper Special Meeting has been called by the President for voting on the removal of a Director along with resistituion of funds. The meeting will need to have 3 of the 4 members to have a quorum. Two of the members who are of the accussed have emailed they are unable to attend, leaving us with only two members.

THe place of the meeting is the place of the Coroporations business so the one will be there at some point if not during the scheduled time of the meeting.

If the President and and other member walk over to one of the two who are refusing to meet can the meeting be called? If they Director decides to leave or abstain from voting that would be his or her choice correct?

Any thoughts on how to make this an official meeting?

[hmtcastle]

If the President and and other member walk over to one of the two who are refusing to meet can the meeting be called? If they Director decides to leave or abstain from voting that would be his or her choice correct?

Any thoughts on how to make this an official meeting?

Firstly, it's an official meeting whether there's a quorum or not. So, for example, minutes should be prepared.

The two members who show up could adjourn the meeting to wherever (in the same building?) the other member happens to be and reconvene the meeting there. But the reluctant member could just go somewhere else. You could adjourn again and follow him down the hall but at some point (after the second adjournment?) it becomes absurd.

[Chris Harrison]

If the President and and other member walk over to one of the two who are refusing to meet can the meeting be called?

You can only meet where the call of the meeting specifies. Even though the Directors may be in the same physical address as the meeting will be it would not be proper to interpret the call of the meeting so fast and loose in my opinion. Even if you choose to go that route the Director merely has to walk away from the others and you lose your quorum again.

If they Director decides to leave or abstain from voting that would be his or her choice correct?

As I noted above the Director just has to walk away and you lose the quorum. So in effect you all put yourselves in a real pickle by trying to knock off half of the Directors at one time (making it very likely that they won't be willing to cooperate by showing up when their attendance gives you the numbers to act on the removal).

Any thoughts on how to make this an official meeting?

No business can be validly conducted if neither of the Directors want to play ball. I would suggest that you all consider amending the bylaws to make it harder for such actions to occur again. Such as increasing the number of Directors or giving the Membership the authority to remove Directors as well.

[Guest Susan]

What if there is year end business that needs transacted, in other words important business that should not be delayed, (not removing the absent directors from the board) should we fix the time for an adjourned meeting and then adjourn. Where an important opportunity would be lost unless acted upon immediately, the members present 50%, can at our own risk, act in the emergency with the hope that their action will be ratified by a later meeting at which a quorum is present

If the 3rd Director refuses and leaves the building all day then one would think he/she is breaching their fiduciary duty to act in the best interest of the Corporation.

Susan

[hmtcastle]

Where an important opportunity would be lost unless acted upon immediately, the members present 50%, can at our own risk, act in the emergency with the hope that their action will be ratified by a later meeting at which a quorum is present

That's certainly an option but, with the board split down the middle, ratification might be problematic.

If the 3rd Director refuses and leaves the building all day then one would think he/she is breaching their fiduciary duty to act in the best interest of the Corporation.

Yes, one would think so. See FAQ #20.

(One would also think that the gender of the 3rd director would not be in doubt.)

[Gary Novosielski]

That's certainly an option but, with the board split down the middle, ratification might be problematic.

Yes, one would think [he/she is breaching their fiduciary duty]. See FAQ #20.

(One would also think that the gender of the 3rd director would not be in doubt.)

But just as ratification might be a problem, getting a vote in favor of disciplining half the board is going to be a problem, too.

[hmtcastle]

But just as ratification might be a problem, getting a vote in favor of disciplining half the board is going to be a problem, too.

I'm not assuming that the general membership is as evenly divided as the board.

[Josh Martin]

That's certainly an option but, with the board split down the middle, ratification might be problematic.

Since this is "year-end" business, I presume that the membership of the board will be changing shortly, so that could help with that problem. Taking emergency action with the hope of ratification is still a risky plan, but when the other option involves physically chasing reluctant board members to maintain a quorum the idea sounds rather appealing in comparison.

The other idea is certainly amusing, however. I'm picturing a Scooby Doo style chase scene mixed with parliamentary procedure. It's the sort of shenanigans one normally only sees in legislative assemblies.