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Guest Linda Bridgewater

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Can a Board of Directors call a special meeting and purposely exclude a member especially if that member is an officer in the form of Secretary?

No.

(Hey, that was easy!)

• You cannot call special meetings. -- The exception would be if your own rules allow for calling special meetings.

• You cannot exclude any member from a notice for a special meeting (assuming your rules do allow for the calling of special meetings).

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Guest Linda Bridgewater

Our By-Laws allow for special meetings to be called. It was my understanding that all members must be notified of the meeting and that no one can be excluded, especially not an officer and especially not the record keeper, Secretary.

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Our By-Laws allow for special meetings to be called. It was my understanding that all members must be notified of the meeting and that no one can be excluded, especially not an officer and especially not the record keeper, Secretary.

Just to be clear, all members of the board must be notified of all board meetings. Member of the association (i.e. general members) who are not also members of the board have no such right, even if they are officers. Even if they are the record keeper.

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Just to be clear, all members of the board must be notified of all board meetings. Member of the association (i.e. general members) who are not also members of the board have no such right, even if they are officers. Even if they are the record keeper.

But in many societies, the officers ARE members of the board. You'll need to check your bylaws to be sure.

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Can a Board of Directors call a special meeting and purposely exclude a member especially if that member is an officer in the form of Secretary?

Note that if this meeting is to consider disciplinary actions against the secretary, then RONR prescribes a trial procedure that includes a point in which the member subject to discipline is removed from the room. But even in this case the member must be notified of the meeting and allowed at the meeting in general, and removed only for specified portions of the trial procedure.

It would be possible for the full board, including the secretary, to meet and to form a special committee consisting of all board members except for the secretary, to consider anything they wish, and the secretary could be kept out of that special committee's meeting. And that same exclusive subgroup could also meet even without forming a special committee, just as friends, and discuss whatever they wished, but not conduct any binding business for the board. Although in this latter case if they are a public or semi-public body, there may be "sunshine laws" or "open meeting laws" that prevent this. That of course is beyond the scope of this RONR forum; RONR has no such prohibitions.

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