Some Directors Threaten to Not Attend Special Meeting of the Board

Started by KerryL1 • 4 replies • 1680 views

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KerryL1 (California)
Posts: 14,550

Posted:

Some of us on the Board have found ways to modify the heavy dues increase already approved for 2015. The president has asked directors when they are available for a Special Meeting of the Board to discuss alternatives. She's selected many dates over the next 2 weeks. We are a board of 7.

Some directors don't think we really need to meet again on the budget and are hinting by email that they won't attend. We may or may not make quorum (4).

We must in CA post this meeting and the agenda 4 days in advance. During that period, perhaps a director or two will change their minds.

If we fail to make quorum I know we may not conduct business (make motions; vote). But are we permitted to do??

1. Do we record the directors present and absent as usual in our minutes?

2. May we discuss anything at all other than setting a new date?

3. May we hold an open forum??

thanks in advance for your help!

LarryB13 (Arizona)
Posts: 4,099

Posted:

Quote:

Posted By KerryL1 on 10/10/2014 3:18 PM

If we fail to make quorum I know we may not conduct business (make motions; vote). But are we permitted to do??

1. Do we record the directors present and absent as usual in our minutes?

Yes. State that directors A, B, And C were present. The meeting was postponed for lack of a quorum.

Quote:

2. May we discuss anything at all other than setting a new date?

That would be about the only topic. If your bylaws specify that the president is the only one who calls special board meetings then even that topic would not be appropriate for a board discussion. If less than a quorum of directors may call for a special meeting (with or without the president's blessings) then setting a new time to resume the special meeting would be appropriate to discuss and record in the minutes.

Quote:

3. May we hold an open forum??

All that I have read about open meeting laws indicates that directors should not only make decisions openly but whatever facts are presented to them should also be presented openly. If a quorum is not present then it would seem improper to solicit or accept input that less than a quorum will hear. You should table the open forum until a meeting where you have a quorum present.

RichardP13 (California)
Posts: 1,767

Posted:

Kerry

I see no issue with having an open forum or town hall meeting. You are not violating any open meeting rules as a meeting hasn't taken place.

JohnC46 (South Carolina)
Posts: 14,265

Posted:

Kerry

A Special Meeting can only be called to discuss a specific subject such as Recent Dues Increase. A special meeting cannot be called for general reasons.

If no quorum then the meeting is adjourned.

Once adjourned those remaining could discuss anything they wish as they are not a quorum.

KerryL1 (California)
Posts: 14,550

Posted:

Thanks very much to everyone who replied!

We are, indeed,fowling the CA Open Meeting Act and the agenda item for the specula meeting will be posted.

I hadn't thought about the fact that if there is no quorum, we can talk about anything we wish once the meeting is adjourned.

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