By Frank Lovece

Do some of your fellow board members have “unofficial” meetings without certain members, where they decide things in advance of the regular meeting? Do they get together in secret and arrange to vote as a bloc? Is this legal? Is this proper? And what can you do about such “rogue” board members?

Some of the board members meet secretly. In and of itself, board members meeting privately, without notifying all the board members, is “perfectly legitimate,” says Abbey Goldstein, a partner at Goldstein & Greenlaw. “It’s called freedom of speech.

A non-board member meets with the rogue members. Once you involve a non-member, however, “that potentially breaches the confidentiality obligation of the board,” notes Kenneth Jacobs, a partner at Smith, Buss & Jacobs.

A majority swing vote aligns with the secret bloc. Board members are free to discuss how they plan to vote and to agree with others how they’ll vote together.

The rogue members ask for a vote without the full board’s input. Where such arrangements do become improper or even illegal is when discussions turn into decisions without including the uninvolved board members at all.  Read the article