Guest-555

Yes, the committee never held a reorganization meeting in 3 years. All of the previously elected officers terms were up.

My statement there was to specify that all of the members of the executive committee, who's terms had also all expired before replacement, resigned after appointing a chair.

Unusual situation, curious to hear thoughts! Scenario: Organization is required to hold a reorganization meeting every two years to elect new officers. All of the elected officer's terms expired without holding a reorganization election by the deadline. Those same former officers appointed a chair to preside over the body and then all resigned their expired positions. The appointed Chair called a reorganization meeting, acting as the Executive Committee. The reorganization meeting failed to elect any new officers and was cancelled. A quorum of members petitioned to call a meeting of the body with a date/time certain and it was properly noticed per bylaws, but there is no language in the bylaws allowing members to call meetings. The only authority able to call meetings in the bylaws is the Executive Committee, which consists of a Chair appointed by officers whose terms had already expired. A quorum of members met and elected a presiding officer to accept nominations for the vacant officer positions and to adopt rules to run these elections by ballot. A few days later the Chair, who was appointed by the officers whose terms had expired, held a separate meeting to nominate officers. Here are the questions that have been swirling in my mind. 1) Does Roberts Rules allow members of a body to call a meeting if not otherwise specified in bylaws? 2) Does an Chair, appointed by a body whose terms have expired, have the ability to call a meeting. 3) If a quorum of members are together and have an agenda, can they agree to the agenda and proceed with the business of the body? Here are pertinent sections of the bylaws (note: they are not great and have a lot of holes, which is what contributed to this scenario in the first place): ARTICLE IV: OFFICERS Section 1: The officers shall be Chair, two Vice Chairs, Secretary, and Treasurer. Section 2: Executive Committee Membership The elected officers shall constitute the Executive Committee. Section 3: The term of office for the officers shall be two (2) years. ARTICLE V: OFFICERS’ DUTIES Section 5: Executive Committee The governing body shall be the Executive Committee, which derives its authority and responsibilities from the membership. The Executive Committee shall have authority to transact business on behalf of the membership between regular meetings. ARTICLE VI: RESIGNATIONS, REMOVALS, AND VACANCIES Section FOUR: The Executive Committee shall fill by appointment, pending special election upon due notice to the membership, any vacancies on the Executive Committee. ARTICLE VII: MEETINGS Section 3: General Membership Meetings, Semi-Annually. The membership shall convene at least semi-annually at a time and place to be determined by the Executive Committee. The membership shall receive at least thirty (30) days notice of the meeting by mail, email or telephone. A quorum for a general membership meeting shall be ten percent (10%) of the voting membership. The quorum requirement may be waived by a 2/3 vote of the Executive Committee. ARTICLE VIII: NOMINATIONS AND ELECTIONS Elections shall be held every two years. Names of proposed officers will be placed in nomination from the floor during the reorganization meeting held every two years.