Agenda Violations
Adams Stirling PLC


QUESTION: Our board voted on a matter that was not on the agenda. Isn't the vote void because it violated the Open Meeting Act?

ANSWER: Currently, there are no penalties attached to violation of the agenda requirement so the vote is probably valid until a judge says otherwise. If boards ignore the new agenda law, members have two broad remedies. The first is political, i.e., recall the board or elect a new board at the next annual meeting. The second remedy is legal--go into court and ask for an order that the board cease violating the provision. The Attorney General's office will not act on violations of the agenda law since it involves the Civil Code and not the Corporations Code.

Some might argue that the vote violates Section 39 of Robert's Rules of Order that "Motions that conflict with . . . state, or local laws, are out of order, and if any motion of this kind is adopted, it is null and void." However, Robert's Rules do not apply to board meetings unless the governing documents state otherwise.

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Adams Stirling PLC