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Is nonprofit committee meeting effective as board meeting?

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Is nonprofit committee meeting effective as board meeting?

I am the president of the board of our nonprofit corporation. We recently voted unanimously to put meetings on hold until a future date.  One of the board members held a committee meeting for a golf tournament. Without myself or the vice-president involved or notified, the director turned it into a board meeting.  Is this considered holding an illegal meeting?

I don’t know how the head of a committee could turn a committee meeting into a board meeting without having given notice to all of the board members.  Any action taken at the meeting that is outside the jurisdiction of the committee would therefore not be valid or binding on the organization (although an outside third party might be able to argue the committee had “apparent authority” if the third party relied on the committee chair’s statement of authority).  It sounds like it is time to renew board meetings or at least have a discussion about the jurisdiction of the committees.

Tuesday, March 5, 2024


Frankly, I have never heard of a board cancelling meetings. They have a fiduciary duty to meet on a regular basis as defined to fulfill their fiduciary duties. Committees should always meet between board meetings. Unless the Charity is closing for good, it's best to hold the meetings.

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