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Tuesday, January 16, 2018
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Subject: Board meeting or something informal?
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Author Messages
AdamD1
(Indiana)

Posts:30


01/10/2018 12:03 PM  
I'm on the Board and serve as the VP. The president just sent an email stating....

[another Board member] and I will meet this afternoon at 2:30 pm to discuss the insurance policy. All are invited. Realizing most of the BoD is unavailable, we’ll reach back with any salient details. This is not a Special Meeting. The intent is to clarify our exploration of the current policy, our search process and to identify next steps.

So if nothing is being voted upon, would this just be an informal meeting with no need to have meeting requirement/minutes?

SheliaH
(Indiana)

Posts:2037


01/10/2018 12:57 PM  
What is wrong with this president - didn't you smack his hand for trying to appoint someone to an advisory board outside an open board meeting? If so, why is he still president?

The trouble with "meetings" like this is that people often decide unconsciously to do something although they might not come out and say "at the next board meeting, let's do X" and no one realize a decision was made outside of regular board meetings. If most of the board isn't available for this "informal meeting', who's to say if they're getting all the "salient details" needed to make a decision?

Once again, you need to reign in this guy - it would probably take 5 minutes or less to clarify what will happen with the insurance policy, designate who will do what, if appropriate, and have that person report back at the next meeting.
AdamD1
(Indiana)

Posts:30


01/10/2018 1:00 PM  
Yup I just don't get it SheliaH! I'm not trying to be a wet blanket, but there's a system in place to ensure everything is done on the up and up. Circumventing such systems allow for abuse and offers an appearance of impropriety, IMO, whether legitimate or not.
AdamD1
(Indiana)

Posts:30


01/10/2018 1:03 PM  
So, just for fun, what would you say to the president? Appreciate your feedback!
SheliaH
(Indiana)

Posts:2037


01/10/2018 1:12 PM  
I'd probably say a lot about this and get the stink eye (but I got used to that while I was on the board!) However, part of what I might say would go something like this:

Excuse me Mr. president, did we not just have this conversation about you making decisions outside of regular board meetings? Is there any reason why the insurance issue can't wait until a regular board meeting where we can "clarify" what we're going to do, especially since you already know most of us can't attend this "informal meeting?"

We've have enough issues in this community, with the previous board not doing their jobs or keeping people updated - why do you want to go back to that? I really don't want to have to have this discussion again - either bring up this stuff in open board meetings like everyone's supposed to or the rest of us will have to decide if you should continue to be president. Is there any part of this you don't understand?

(I'd also say this in front of whoever agreed to attend this "informal" meeting, so he/she would understand the same thing could happen to him/her). In fact, go ahead and have an executive session and get all this out in the open
AdamD1
(Indiana)

Posts:30


01/10/2018 1:18 PM  
Wow, that's really well formulated. Question, our regular Board meeting is scheduled to take place beginning of Feb. Currently, our insurance policy is about to expire on Jan. 25 (but will automatically renew). So I understand this is time sensitive, but a Special Meeting with appropriate agenda/notice could have been done before the policy is set to expire. Knowing this information, does that change your feelings about this?
SheliaH
(Indiana)

Posts:2037


01/10/2018 1:23 PM  
No. It would seem to me someone was asleep at the switch and didn't note the expiration date was coming up and perhaps the Board should consider if they wanted to shop around for something else, talk to the current company about the coverage and what's really needed or not. That could have happened months ago and by now you'd be preparing to switch to another company if you could get a better deal.

Since they didn't and the policy will automatically renew anyway, go ahead and let it ride. You can still do your shopping around and perhaps decide later on this year if you want to make a change. Hopefully you haven't had a lot of claims, so the current company may be more inclined to negotiate a better rate to keep your business.
AdamD1
(Indiana)

Posts:30


01/10/2018 1:24 PM  
Really appreciate your wisdom and clarity on this site! Never had a claim that I know of, so hopefully we will just continue on with them. Thanks so much!
KerryL1
(California)

Posts:4632


01/10/2018 1:54 PM  
Remind us, Adam, how many are on your Board??
KerryL1
(California)

Posts:4632


01/10/2018 1:55 PM  
Remind us, Adam, how many are on your Board??
AdamD1
(Indiana)

Posts:30


01/10/2018 3:03 PM  
5 Directors
TimB4
(Virginia)

Posts:15081


01/10/2018 3:20 PM  
Adam,

If there is a quorum present, it is a board meeting (by definition) and proper notice requirements, if any, must be complied with.

If there is not a quorum present, then it's a task officers are doing to be able to present their findings about insurance options to the board (keeping in mind that Officers and Directors are two different positions).

I'm in an Association where 3 is a quorum. Therefore, we always have only two board members work on these things together.


I get the impression that the individual who is your President is trying to get things done that they notice needs to be done. They simply aren't knowledgeable enough on the procedures they are required to follow. Therefore, information vs. scolding would be the route I would take to address this.

Keep in mind, the President is an Office that an individual is appointed to by the Board.
The Board can remove the individual from that office if they desire.
KerryL1
(California)

Posts:4632


01/10/2018 3:25 PM  
Since Tim sees there's 5 on your board, I agree with him there's nothing wrong with 2 directors meeting to discuss insurance. 2 is less than a quorum of a 5-person board. It's why I asked the question.
BenA2
(Texas)

Posts:77


01/11/2018 10:55 PM  
Maybe I missed it but I didn't see where anyone mentioned state law. They are not all the same. Typically, there has to be a quorum for it to be considered a meeting but I've heard that in some states if there are three people present, it can be a meeting.
TimB4
(Virginia)

Posts:15081


01/11/2018 11:55 PM  
I haven't read or heard that.
Everything I have read is based on a quorum being present.

If you have heard otherwise, please do some research to verify and let us know.

AdamD1
(Indiana)

Posts:30


01/12/2018 7:32 AM  
So here's a question.. our quorum would be three Directors.. so could three Directors get together for an informal meeting? W/O notice requirements? So long as no decisions are made?
AdamD1
(Indiana)

Posts:30


01/12/2018 7:32 AM  
Actually I just now read your previous post. Seems to me my hypothetical question is answered! Thanks
MarkM31
(Washington)

Posts:227


01/16/2018 11:52 AM  
Posted By AdamD1 on 01/12/2018 7:32 AM
So here's a question.. our quorum would be three Directors.. so could three Directors get together for an informal meeting? W/O notice requirements? So long as no decisions are made?




It depends. To watch the playoffs? Then yes. But once they discuss anything that that could be constued as board buisness, then no.
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