Can BOD Meet in Private?

The Board of Directors has recently held many meetings other than the monthly Board Meeting at the Church. What are they doing at those meetings?

Are these pre-board meetings or workshops? Or are these Special Meetings? Is business being conducted? Are decisions being made?

Since nothing is ever announced after these meetings, have decisions been made but not announced to the Members (homeowners)?

Some of the Board Members have not even been given Notice of these Meetings.

If a Board Member is not given Notice or does not agree with the action taken, she should refuse to sign any Waiver of Notice, consent to hold the meeting, or the Minutes of the meeting. That should invalidate any decision made by the others.

Two sections in the By-Laws control this. "Minority" board members (currently, two of the seven) may be able to control the majority (five) of the board. The following Sections are from the By-Laws, Art. III, B. Meetings:

Section 11. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice. 

Section 16. Action Without a Formal Meeting. Any action to be taken at a meeting of the directors or any action that taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, and such consent shall have the same force and effect as a unanimous vote. 

It is preposterous that the Board would meet without all Board members being informed! Why would the Board President and the Secretary allow this to happen?

It may take a judge in a courtroom to uncover the answer to that question.

At the first Regular Monthly Meeting of the BOD after any and all off-schedule board meetings, the President or the Secretary should inform the Voting Members and the Members (homeowners) of the content and decisions made outside their presence. If the President or Secretary does not, then any other board member should speak up and so inform the Voting Members and Members. 

Minutes of those meetings should be published on the website, and content of meetings announced in The Summit Scoop.

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