Huntingtown, MD asked in Real Estate Law for Maryland

Q: Is it legal for five members of a nine member Board to meet (or email) to plan & agree on action at the next Board meet.

Is it legal for the Five to do this without including the community (aka public) and the remaining four Board members (who happen to be the officers of the Board)

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2 Lawyer Answers
Joseph D. Allen
Joseph D. Allen
Answered
  • Hunt Valley, MD
  • Licensed in Maryland

A: The answer will depend on what kind of board is in question- government or private company/non-profit. And then if it is governmental, it will depend on the laws governing that particular board- in addition to the Maryland Open Meetings Act. If private, it will depend on the bylaws or other related documents.

Cedulie Renee Laumann
Cedulie Renee Laumann
Answered
  • Crownsville, MD
  • Licensed in Maryland

A: In many cases, corporate board members can freely consider what they want to do outside of a formal meeting. That is how resolutions are frequently made. That being said, the bylaws must be followed and ordinarily whatever the board members might consider outside of a meeting, unless there is unanimous resolution there is usually a mandate that meetings be called with proper notice, quorum be held, rules of order be followed and votes be cast and tallied.

As another attorney notes, the context (e.g., small close corporation vs. non-stock non-profit organization) and particular governing documents may change what rules apply.

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