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How to Call a Meeting Without Officers and Still Abiding by the Rules?


Magna Carta

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Background:

The organization is a political party with a Central Committee (main body) and an Executive Committee (authority between Central Committee meetings).

Over the past week, three (Chairperson, Vice Chairperson, and Secretary) of the four officers of the organization have resigned.

The Chairperson resigned after an Executive Committee meeting and the resignation was accepted at an already-called Central Committee meeting a few days later. At that meeting, the Vice Chairperson resigned and the resignation was accepted at that meeting. A few days later the Secretary resigned via an e-mail message. The resignation has not yet been accepted.

The organization has an Executive Committee which has the authority to call a meeting:

    "The Chairperson or a simple majority of the Executive Committee shall call Central Committee or Executive Committee meetings at such times, as it appears advisable to further the objectives of the Republican Party."

In the same article of the bylaws on meetings, the following rule exists.

    "All meeting notices shall bear signature of the chairperson or secretary. Failure to do so will invalidate the business of the meeting."

The article on officers permits the filling of three of the offices, on a temporary basis, by the Executive Committee.

    "1. In case of a vacancy in the office of Chairperson, the Vice Chairperson shall automatically assume the position until an election can be held.
    2. If any other office prescribed in Section A. of this Article is vacant, the Executive Committee shall elect one of its members as a temporary officer until a new officer is duly elected, however, the Executive committee member shall continue to have no more than one vote."

There is no provision in the bylaws either permitting or prohibiting action without a meeting.

The state provides a statute for action without a meeting.

    65.211 (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a members' meeting may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the members entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. Action taken under this section is effective when the last member signs the consent, unless the consent specifies an earlier or later effective date.


Situation:

The Executive Committee meets on a regularly scheduled basis (3rd Wednesday of each month) and the next scheduled meeting is about three weeks away.

The Executive Committee (12 members remaining) wishes to convene a meeting to set a date for a Central Committee (269 members) meeting to fill the vacancies. Three members of the Executive Committee are not happy and are refusing to cooperate, but point out that the meeting notice must be signed by one of the designated officers in accordance with the bylaws.

RONR p.89, ll. 10-15 specifies that notice is still required even for regular meetings.

It is suspected that the Secretary's resignation, which was a surprise, was intended to create the situation where a legitimate meeting could not be called.

Obviously, this is a charged situation with two factions, where the former majority faction is now out of power and unhappy. The former majority disregarded rules as it suited them. The new majority wants to do everything by the book, win or lose.


Any suggestions on how to be able to convene a valid meeting?
 

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RONR p.89, ll. 10-15 specifies that notice is still required even for regular meetings.

 

 

Yes, but this only applies when the next regular meeting is scheduled by resolution rather than in the bylaws.

 

Unless there's something in your bylaws about it that you haven't shown us, I don't see a requirement for notice to be sent for Executive Committee meetings. If there is no such requirement, then the Executive Committee can meet at its regular time. At that meeting, there would be an opportunity to follow: "2. If any other office prescribed in Section A. of this Article is vacant, the Executive Committee shall elect one of its members as a temporary officer until a new officer is duly elected, however, the Executive committee member shall continue to have no more than one vote." Once there are officers to fill the vacant positions, it doesn't appear to be a problem to abide by, "All meeting notices shall bear signature of the chairperson or secretary. Failure to do so will invalidate the business of the meeting."

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Any suggestions on how to be able to convene a valid meeting?

 

Interpreting your organization's bylaws (let alone state law) is well beyond the scope of this forum. Given the intense disagreement over this issue, I would strongly advise seeking legal advice.

 

Yes, but this only applies when the next regular meeting is scheduled by resolution rather than in the bylaws.

 

Unless there's something in your bylaws about it that you haven't shown us, I don't see a requirement for notice to be sent for Executive Committee meetings.

 

We don't know from the facts provided that the regular meeting dates are in the bylaws. Assemblies which schedule meetings by resolution will often schedule a whole year or so at once rather than scheduling them one by one. So the fact that the Executive Committee meets on the third Wednesday of each month doesn't necessarily mean that this is in the bylaws

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We don't know from the facts provided that the regular meeting dates are in the bylaws. Assemblies which schedule meetings by resolution will often schedule a whole year or so at once rather than scheduling them one by one. So the fact that the Executive Committee meets on the third Wednesday of each month doesn't necessarily mean that this is in the bylaws

 

That's true, it still could have been set by resolution. Magna Carta will have to figure that out.

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