Restructuring: Synod BOD Meetings Notice Not Required

I found this in the Board of Directors section of the new Statutory Bylaws:

Article XIII Directors’ Meetings
13.01 Meetings of the Board may be held at any time and place to be determined by the Board. Notice by mail shall be sent to each director at least 14 days prior to the meeting provided that 48 hours’ notice of such  meeting may be given, other than by mail, to each director.

I think it’s time to allow for other means of official notifications in addition to surface mail such as email and other electronic communications mechanisms.

There shall be at least three meetings per year of the  Board.

This part raised my eyebrow –

No error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board shall  invalidate such meeting or make void any proceedings taken thereat …

What this looks like to me is that rules pertaining to BOD meeting notices are advisory only in that there are no consequences to breaking the notification rule. That means the rule can be ignored – and any rule that can be ignored has no place in the document.

Why would the restructuring committee put something like this in the Statutory Bylaws?

One potential consequence of this “rule without consequence” is that if enough BOD members agreed to hold a meeting they could do so at the drop of a hat, make the decision, bind Synod to the decision, and effectively freeze the rest of the BOD members out of the decision-making process. Given that there’s eleven (11) seats on the BOD, it would only take six (6) BOD members to do this and achieve quorum.

…and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

This makes perfect sense – particularly when there’s urgent business at hand that requires immediate attention.

A special meeting of the Board shall be held upon call by the chairman, the president, or upon written request of any six of the directors.

This is to be expected as well.


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