In August of 1999 the new Board members were told to report on Sunday morning at 10:00 A.M. for their first meeting. Upon arrival, the doors were closed to a meeting that was being held which included the seven retiring board members that had started at 8:00 A.M. It was to finish old business from their last agenda and to vote on a resignation (one of the newly elected members handed in her resignation at midnight). According to RONR, any unfinished business from the exiting board's last agenda is "grounded" and is presented to the new board as new business, to be voted on by them.

Can a Board meeting be held that excludes the new seven that have been sworn in and includes the seven retired board members? If not, what happens to the matters that were voted upon in that two hour meeting?

It seems that once an elected member is sworn in, they are a Board member and are to be included in any meeting from that point on. Also, once you are retired, you're retired and no longer a member of that Board and you lose your voting status.

Any advice or information you can give on this matter will be greatly appreciated. I have been unable to find a complete clarification in RONR.

We have a mid-year meeting in March, 2000 and I would like to clear this up at that time. (There are no standing rules for the board of directors that states otherwise to this situation.) - B.L.S., Dec. 10, 1999

A: You are quite right. Check your bylaws to be sure, but if they don't specify a date and time (e.g., 12:01 A.M. Sept. 1) or event (e.g., after being sworn in), then their office begins at the time their election is announced. (RONR p. 437.)

If this is the case, then there was no properly called board meeting at 8:00. Any actions taken during that "meeting" are null and void.

As you pointed out, RONR pp. 478-79 state that any unfinished business pending at the time of the rotation of membership of the board falls to the ground.