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Board of Directors Meeting

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anne0402sph

Junior Member
What is the name of your state? Wisconsin

What legal ramifications are there when a meeting of the Board of Directors transpired but a member of the Board of Directors was deliberately/intentionally not notified of this meeting and this member is an elected member for a 3 year term?

Thank you
 


BelizeBreeze

Senior Member
Why wouldn't it be a breach of fiduciary duty?
Why would it? From the facts presented in the post we don't know what type of structure the BOD is or it's function? We don't even know if it's a BOD for a boy scout troop, a multi-million dollar company or a HOA?
 

tranquility

Senior Member
Although no formal notification is required for required meetings (as "notification" is done in other ways), I believe special meetings require written notification to all directors.

meeting of the Board of Directors transpired but a member of the Board of Directors was deliberately/intentionally not notified of this meeting
So, I guess you're right. If it was a required meeting and the director was a doofus and didn't look at the by-laws or regular notification--there may not be a violation. If the meeting was called to deal with a certain agenda and the director was not notified, there is a breach of duty. Even if the meeting was called at Troop 149 treehouse and the topic was cookie or fruit cup at the upcomming jamboree.
 

anne0402sph

Junior Member
The Board of Directors were elected back in July at an Shareholders Meeting. Another meeting never transpired to elect the officials from those elected to the
Board.

This BOD meeting that transpired the other day would have been the meeting to elect the officials however this individuals was deliberately ommitted. So this was a very important meeting.

I hope this information helps.

Thank you!
 

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