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Notificaton of rescheduled board meeting


wgallan@juno.com

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You have to provide whatever notice your bylaws require for special meetings. If your bylaws don't provide for special meetings, you can't have them.

A board meeting was canceled. A week later, the president sent an email 24 hours before calling for a meeting. He indicated that there was only a half hours worth of business “the only business we have is acceptance of the Lease Extension”. The minutes reflected that in addition to the Lease Extension there were seven extra subjects discussed that were not on the agenda. Among the seven topics, they discussed were the bylaws. (a subject that had been in process) It was voted and approved by all attending members that the proposed changes to the bylaws be approved as corrected. Some board members had not seen the email and others could not attend the meeting because of the short notice. Is the vote legal and binding?

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Is the vote legal and binding?

If proper notice was not provided (and you'll have to figure out what proper notice is), then any business conducted is null and void.

Additionally, any business that was not included in the call (the notice) of the special meeting is null and void.

Finally, if your board isn't authorized to amend your bylaws, then it can't amend your bylaws.

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A board meeting was canceled. A week later, the president sent an email 24 hours before calling for a meeting. He indicated that there was only a half hours worth of business “the only business we have is acceptance of the Lease Extension”. The minutes reflected that in addition to the Lease Extension there were seven extra subjects discussed that were not on the agenda. Among the seven topics, they discussed were the bylaws. (a subject that had been in process) It was voted and approved by all attending members that the proposed changes to the bylaws be approved as corrected. Some board members had not seen the email and others could not attend the meeting because of the short notice. Is the vote legal and binding?

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If proper notice was not provided (and you'll have to figure out what proper notice is), then any business conducted is null and void.

Additionally, any business that was not included in the call (the notice) of the special meeting is null and void.

Finally, if your board isn't authorized to amend your bylaws, then it can't amend your bylaws.

Thank you.

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a. Regular Meetings. No notice need be given of any regular meeting of the board of directors.

b. Special Meetings. At least one week prior notice shall be given by the secretary of the TRG to each director of each special meeting of the board. Such notice may be oral or written, may be given personally, by first class mail, by telephone or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. In the case of facsimile notification, the director to be contacted shall acknowledge personal receipt of the facsimile notice by a return message or telephone call within twenty-four hours of the first facsimile transmission.

Taken from the bylaws.

Proper notice was not provided and all business conducted that night is null and void?

Is there a page number and code or item number to the answers you have given on this subject?. I would need them to present to the board.

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The president only sent an email, there were no calls made. Is that proper notification?

Your Bylaws appear quite explicit on the methods of communication which are acceptable for the call of the meeting, and e-mail is not listed. So no.

Proper notice was not provided and all business conducted that night is null and void?

Correct.

Is there a page number and code or item number to the answers you have given on this subject?

See RONR, 10th ed., pgs. 89-90, 244, 255. And the section in your Bylaws.

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