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December 26, 2005
What Constitutes A Board Meeting?
I received this email from a reader and I think many people would like answers to his question:
"Dear Beth,
I serve on an association board of directors and have a question regarding what constitutes a meeting of the board. I am aware of the rule that a meeting is defined as any congregation of a majority of the members of the board at the same time and place…. We have a president who will contact another board member individually requesting that he sign and approve various documents and then repeat the process with a further board member. He always approaches the two board members over whom he has the most influence and the remaining two board members, of the five person board, are always excluded from the process. Technically, he does not meet with the other members at the same time and place, but the outcome is the same as two board members are always excluded from being able to have their input and are never made aware that such decisions are being made behind their backs. The president maintains that what he does constitutes proper approval by the board of directors even though such decisions are not made at duly called open meetings of the full board. What are your thoughts on this?"
I imagine this happens more than anyone would like to admit. If indeed action is being taken outside of meetings and the president is signing contracts, etc., without board approval, then that is against the law and there is a possibility of making a successful legal challenge to block such practices. However, it is more likely the case is that no law is being broken because a person like the president can have a lot of influence by making the individual contacts to get support for measures he or she intends to raise at a meeting. It is not illegal for any board members to contact other board members individually and exert whatever influence they wish to exert to get them to try to agree with some proposal that is coming up at a meeting. However, action items actually decided at a meeting by majority approval, (or outside a meeting if by unanimous written consent) do not usually give rise to a legal challenge. All Board members must be notified of meetings.
I have actually served on a Board (as a new board member) where it seemed all the important business was somehow turned into a "consent" item and discussion on the action items was discouraged because of the practice complained of here. There was always majority support for all of these ideas I had not even heard anything about. It was very frustrating, so I can relate. Some ways to try to effect a change to this practice (because in and of itself if there is actually a meeting, it is not illegal) is either to insist on discussion on matters that are brought up and seemingly already decided and if the discussion is intelligent or thought provoking, maybe those upon whom the president is exerting pressure will see that there is actually a better way to do business. Try at elections to change the Board makeup by working to get board members elected that would be in favor of reserving discussions on Board business to Board meetings. If you see no hope of changing the Board makeup or the way the majority decides things before the meeting, then decide if you want to put yourself through the meetings and give service to the Board. There may be ways you can find to be effective like bringing good ideas to the Board, remaining positive and working toward more discussion etc. In my case, I did not find serving on the Board worth my time, but I worked with others to change in the Board makeup and over time things did change. It sounds like new blood may be important. Sometimes it is just a matter of lambs following the shepherd because it's just easier than thinking on their own, and if the decisions start to get a lot of challenge or flack, the lambs resign and leave the door open to new appointments. Of course, few would call me a lamb. But I am a realist. And I do not like to take the slow road myself, and often when I run into a quandry, I stop and think about how to best use my time, for the optimum result. In a situation like the one described, I look for a way over, around or through the invisible barrier. And I often come to the conclusion that teaching others how to do something and helping them to get into a position that will allow them to use that knowledge and bloom is better use of my time than banging my head against seemingly immovable wall. Likewise, in the above described situation, I moved aside strategically to help the right two people get through the door that had the patience, time, and inclination to work for a gradual change. And it came, and not so gradually. And it was good for the organization. And I moved on. ...
Posted by Beth Grimm at December 26, 2005 12:01 AM