Meetings behind closed doors

Discussion in 'Sun City General Discussions' started by CMartinez, Feb 13, 2020.

  1. CMartinez

    CMartinez Active Member

    02-12-20

    The Secret Meetings

    At the last board meeting. A question was asked if the board was having secret meetings. President Dan did an awful lot of dancing around the subject, stating there are no meetings, except, when a bunch of the directors gather during the meet the board member “meeting”.

    What he did not mention is the emails, IM’s and text messages the directors send back and forth to each other to discuss whatever subject is at hand. Do the members get to see the content of the messages? NO! So, we still have meetings going on, via email where all of the discussion occurs and decisions are made, and once again, none of it shared with the members. Now it makes much more sense when the president asks for discussion, and the board is silent. The discussion and straw-pole have already occurred with the outcome predetermined.

    And the GM guides the course of these conversations, making sure the outcome is the one she desires. No surprises. No real board discussion for the members to hear, its all done behind closed doors, still.

    Is it time for the board to be “Directors” and direct the work of the management team, not the other way around?

    As a matter of fact, the board should be assembling an ad-hoc committee to find the next GM. One who does understand open meetings, can be flexible in meeting member needs, and understands the difference between a visitor and a guest. One who will view the corporate documents and see the RCSC was put together for the benefit of the members, not as a stand-alone corporation.

    Now, you have the unabashed truth as to “meetings” which aren’t meetings.
     
  2. CMartinez

    CMartinez Active Member

    Just letting my fingers go strolling through Title 10. Guess what I found?

    "10-3821. Action without meeting

    A. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by chapters 24 through 40 of this title to be taken at a directors' meeting may be taken without a meeting if the action is taken by all of the directors. The action must be evidenced by one or more written consents describing the action taken, signed by each director and included in the minutes filed with the corporate records reflecting the action taken."

    To make this clear, if there are email meetings going on, then there must also be a signed action by each director and minutes filed with the CORPORATE records as well. Has anyone seen copies of emails or other notes in the management report? Has anyone seen anything detailing the actions of the directors during these email exchanges? The casual meetings at the members meetings are illegal, because every director must be present. So, Not only are there secret meetings going on, they are against Title 10 authority.
     
  3. BPearson

    BPearson Well-Known Member

    The word has been emails have been the new way to conduct business has been floating about almost since they dumped the work sessions. The idea they show up at board meetings stone cold is ludicrous on its face. Under Title 33, those emails would have been problematic, now one wonders, given your post above Carole, are they under Title 10? More interesting though were Ben's comments at the last board meeting regarding the coming "annual membership meeting." Seems there may well be language in Title 10 regarding the requirements regarding said meeting.
     
  4. CMartinez

    CMartinez Active Member

    I find it appropriate to have the directors show up without a clue, causing the board to listen and discuss the issues with the members present. How is it done in SCW?

    I rereading Title 10, I find some interesting things which are entirely appropriate for the Annual Meeting. The first one being:

    10-3612. Member's liability to third parties


    A member of a corporation is not personally liable for the acts, debts, liabilities or obligations of the corporation.

    In other words, the costs of the lawsuit against the corporation cannot be forced upon a member



    Another title statute restates the availability of members to use Proxy's to create a quorum.

    Those are my Title 10 additions for now, will keep looking though.
     

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