MEMORANDUM DECISION

The plaintiff Anthony Motley (“Motley”) alleges that he was wrongfully discharged by the defendant Southeast Neighborhood House (“Southeast”). The matter having been tried and post-trial briefs filed, the *304Court makes the following findings of fact and conclusions of law.

FINDINGS OF FACT

The defendant is a non-profit community organization serving the southeast section of Washington, D.C. It filed a Chapter 11 bankruptcy petition on July 15, 1985. Motley filed this adversary proceeding on March 19, 1987. The Court determines that this matter is a core proceeding under 28 U.S.C. Section 157 because it relates to a claim against the estate arising during the administration of the case.

Motley was hired as executive director of Southeast in November 1984 pursuant to an oral contract which was reduced to writing on July 15, 1985.1 The contract delineated Motley’s major responsibilities, determined his annual salary, and contained a termination clause which stated that Motley could be discharged by Southeast for cause provided Southeast gave him a 30-day written notice stating the reason for termination. The contract was modified in October 1986 to increase his annual salary from $30,000 to $35,000, creating a new post-petition contract.2

Some members of the Southeast Board of Directors (“Board”) became disenchanted with Motley; this culminated in allegations of insubordination vis-a-vis the Board. Relations between Motley and Magnus Blanchette, President of the Board, became particularly strained. This tension precipitated the call for a special Board meeting on January 26, 1987, to consider the discharge of Motley. The meeting was can-celled due to inclement weather and was rescheduled for January 30, 1987. The bylaws of Southeast require three-day notice to Board members for special meetings when the notice is not in writing.3 Blan-chette and other Board members attempted to provide telephonic notice to all Board members concerning the January 30 special meeting.

A firmly established principle of corporation law is that all Board members are entitled to proper notice of special board meetings. Eleven of the 16 Board members attended the January 30 meeting, which Motley also attended. Attendance at a special meeting constitutes a waiver of notice under D.C. CODE Section 29-523(c). However, the uncontradicted trial testimony of Board member Dr. Frank Morris, who was opposed to Motley’s discharge, establishes that he received telephonic notice of the January 30 meeting during the morning of January 28, 1987. The meeting took place less than 72 hours later. Thus, Dr. Morris was not given three days advance notice.4 Dr. Morris did not waive notice, either by attendance at the January 30 meeting or otherwise.

At the January 30, 1987 meeting, by a 5-4 vote (with two abstentions), the Board voted to discharge Motley based on allegations of insubordination. Motley alleges that he was discharged primarily because of his political activities, specifically his support of a Republican mayoral candidate. However, the Court finds that Motley was discharged as a result of significant personality differences with some members of the Board, particularly Board President Magnus Blanchette. The personality tension led Motley to make remarks to certain Board members that could in good faith be regarded as insubordinate or at the very least inimical to the interests of Southeast.5 *305Although certain members of the Board were concerned that Motley’s association with the campaign of a Republican candidate might adversely affect Southeast’s fund raising efforts and relationships with agencies of the city’s Democratic administration, the Board members consciously avoided taking any action against Motley based on this factor because of their concern that his right to association should be protected. The evidence does not support plaintiff’s claim that he was discharged because of his political activities.

Motley received 30-days written notice of his termination on February 5, 1987. The notice did not contain the reason for his discharge as required by his employment contract. He was provided a list of tasks to be completed during the 30-day notice period.6 He was directed to complete the assigned tasks at an office shared by another employee in Southeast’s day care center rather than at his usual office, but this did not violate his employment contract. The termination was to take effect on March 1, 1987. However, Motley left his position as Executive Director on February 4, 1987. He remained unemployed until July 1987 when he accepted substitute employment at a higher salary. The evidence did not fix a precise date of Motley’s new employment. Hence, the Court assumes that it was on or about July 1, 1987.

Southeast ratified its January 30, 1987, discharge decision at a duly-convened Board meeting in April, 1988. By that time, however, several of the former Board members had resigned in protest over Motley’s discharge.

CONCLUSIONS OF LAW I. Liability

The January 30, 1987, Board meeting was improperly convened because notice to Board member Morris did not comport with the three-day notice requirement of Southeast’s by-laws. Improper notice to only one board member is sufficient to render the meeting invalid inasmuch as valid notice to a quorum, as here, is insufficient to cure the notice defect. See 2 FLETCHER CYCLOPEDIA OF CORPORATIONS Section 406 (perm, ed 1982). Any decision of the Board at a special meeting not properly noticed is invalid and is not binding on the corporation.

The invalid January 30, 1987, Board decision was subsequently ratified in April, 1988, at a properly convened Board meeting. Normally, ratification of an invalid Board decision has retroactive effect, making the ratified action valid as of the original decision date. 2A FLETCHER CYCLOPEDIA OF CORPORATIONS Section 782 (perm. ed. 1982). However, an exception to this rule applies where a third person has acquired rights subsequent to the invalid corporate decision but prior to ratification, as a result of which retrospective operation of ratification would constitute overreaching. Id By applying this principle some courts have denied retroactive effect to the ratification of the wrongful discharge of a corporate officer, who, as a result of the wrongful discharge, has acquired the right to sue for damages.7 For *306instance, the Court in Essential Enterprises Corp. v. Automatic Steel Prods., 39 Del.Ch. 371, 164 A.2d 437, 438 (Del.Ch. 1960), declined to permit retroactive effect to ratification, stating that “[an] invalidly removed director may be entitled to compensation on the basis of the equities.”

A corporation should not be encouraged to disregard the procedural requirements of its by-laws at the expense of jobs held by corporate officers, particularly when the question of whether cause exists for a discharge is a closely contested issue. Thus, a special meeting called to consider the discharge of a corporate officer should comply with the notice requirements of the corporate by-laws. Otherwise, the corporation may not receive the benefit of full consideration and deliberation of its board of directors, and a corporate officer may not be accorded the benefit of full deliberation regarding his dismissal. Therefore, this Court holds that ratification of a corporate officer’s wrongful discharge is generally not retroactive to the date of the wrongful discharge. There are no special circumstances in this case that would warrant a departure from the general rule. The equities weigh in favor of Motley: the outcome of a Board vote was by no means a foregone conclusion and Motley, who sued immediately in March 1987, did not deliberately lie back silently to secure a windfall from the Board’s procedural blunder.

II. Damages

Motley was wrongfully discharged as a result of the improperly convened Board meeting. His cause of action is not barred as a result of the subsequent ratification of his discharge. Therefore, he is entitled to damages.

The normal measure of damages for wrongful discharge is the amount of wages the employee would have received during the unexpired period of employment, subject to mitigation. District of Columbia v. Jones, 442 A.2d 512, 524 (D.C. 1982). Motley’s employment contract was to expire on September 30, 1987. However, he took another position in July 1987 thereby mitigating the amount of damages to which he was originally entitled. Moreover, Motley should have further mitigated his damages by remaining in his position at Southeast until March 1, 1987, the expiration date of the 30-day termination notice period. Southeast was obliged to pay Motley’s salary during the 30-day period. Motley would not have suffered any harm during the notice period had he remained on the job to March 1,1987, even though he had been wrongfully discharged. Moreover, the tasks assigned to Motley during the 30-day period8 were not inconsistent with executive director responsibilities.9

Therefore, the Court concludes that Motley is entitled to damages for the four-month period between February 1987 and July 1987. At the time of his discharge Motley’s yearly salary was $35,000. Thus, his gross monthly earnings were approximately $2,917. Therefore, he is entitled to $11,668 for lost wages resulting from his wrongful discharge.10

*307Further, the Court holds that Motley’s request for attorneys fees as part of his damages should be denied. Had Motley’s discharge been premised on political beliefs or activities as he alleged, it would have been violative of the D.C. Human Rights Act,11 and attorneys fees would have been properly allowable.12 However, the discharge was not premised on Motley’s political beliefs or activities.13

Motley also seeks reinstatement. However, reinstatement is precluded by the valid April 1988 ratification of his discharge. The valid ratification also precludes declaring the termination decision void as sought by Motley.

CONCLUSION

Based on the foregoing, a judgment shall be entered decreeing that Motley recover of defendant $11,668, plus costs, and that all further relief sought is denied.