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Special Meeting Called by the Members


Guest Jerry

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eOk, our Bylaws allow for a 10% signature of teh memebrship to call for a Special Meeting. We needed 39 signatures and received 94. These have been mailed and received by the Corresponding Secretary as required calling for the Special Meeting. The item to be discussed at the meeting, is now being discussed by the Board by Conference call and if they decide to go ahead and do what was being asked in the petition before the Special Meeting is set by the Board, does the Special meeting still take place? The Bylaws state only that if we get the required signatures and they are received by the Corresponding Secretary, the meeting is to be scheduled and only what was in the petition is to be acted on at that meeting. But, if the Board takes the action now after receiving the petitions, can they refuse to hold the meeting and if we hold it, there really would be no need since the Board has already done what teh petition was asking. Help?

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The item to be discussed at the meeting, is now being discussed by the Board by Conference call and if they decide to go ahead and do what was being asked in the petition before the Special Meeting is set by the Board, does the Special meeting still take place?

Unless your Bylaws suggest otherwise, yes.

But, if the Board takes the action now after receiving the petitions, can they refuse to hold the meeting and if we hold it, there really would be no need since the Board has already done what teh petition was asking. Help?

If the special meeting has been properly called under your Bylaws, the board cannot refuse to hold the meeting. I'm not sure you should assume that the action to be taken by the membership is a foregone conclusion. Perhaps members will show up who are opposed to the action suggested in the petition and will rescind the action taken by the board.

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The item to be discussed at the meeting, is now being discussed by the Board by Conference call....

It sounds like the Board is holding a "meeting" via conference call. Do your bylaws allow for this? If not, any action taken by them on this would be null and void. Although, if they're just "chatting" and whatever they decide will actually be handled at a properly called Board meeting, that's a zebra of a different stripe pattern. Nothing wrong with "chatting" on a conference call in advance of holding a meeting.

The Bylaws state only that if we get the required signatures and they are received by the Corresponding Secretary, the meeting is to be scheduled...

Do the bylaws have anything to say about when the Special Meeting is to be scheduled? I mean, could it be scheduled six months from now? Is there anything that specifies a time limit within which to hold the meeting after the Corresponding Secretary has received the signatures? Just askin'.....

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But, if the Board takes the action now after receiving the petitions, can they refuse to hold the meeting and if we hold it, there really would be no need since the Board has already done what the petition was asking.

No, they can't refuse. They're not even involved. The matter of scheduling the meeting is between the petitioners and the secretary. Once scheduled, it goes on as planned. And you can discuss the matter for which it was called, and nothing else. If everyone is happy with the outcome, and stays home, you might not get a quorum, but you never know.

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The matter of scheduling the meeting is between the petitioners and the secretary.

Well, the Corresponding Secretary may not be the person authorized to call the Special Meeting. Without knowing the full and exact wording of the bylaws involved, all we know at this point is that, if the CS receives enough signatures, a meeting must be scheduled. We don't know who can actually call it, or by when must they. If the bylaws say something like "The President shall call a Special Meeting of the membership upon receipt of signatures of at least 10% of the membership by the Corresponding Secretary", then it's in his hands to follow through. We just don't know yet. I'd doubt the petitioners have anything to do with the actual scheduling either. They just initiate the process.

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It sounds like the Board is holding a "meeting" via conference call. Do your bylaws allow for this? If not, any action taken by them on this would be null and void. Although, if they're just "chatting" and whatever they decide will actually be handled at a properly called Board meeting, that's a zebra of a different stripe pattern. Nothing wrong with "chatting" on a conference call in advance of holding a meeting.

Do the bylaws have anything to say about when the Special Meeting is to be scheduled? I mean, could it be scheduled six months from now? Is there anything that specifies a time limit within which to hold the meeting after the Corresponding Secretary has received the signatures? Just askin'.....

Yes, our Bylaws allow a conference call vote by the Board since we only have one General Membership meeting a year. No, it does not say when the board has to schedule the Special meeting, however, in the Petition, one of the items stated that at an upcoming event in March, that the 94 signatures are requestiong it be held on that day of the event. Otherwise the only other event is in september and there already is a regular General meeting. The two can not be held together and there is no other time it could be held when the memebrship is together since our memebrship is completely spread out across the USA. These two events are the only time many of the members come together to participate in an event, and only in the September event is a regular meeting scheduled.

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Well, the Corresponding Secretary may not be the person authorized to call the Special Meeting. Without knowing the full and exact wording of the bylaws involved, all we know at this point is that, if the CS receives enough signatures, a meeting must be scheduled. We don't know who can actually call it, or by when must they. If the bylaws say something like "The President shall call a Special Meeting of the membership upon receipt of signatures of at least 10% of the membership by the Corresponding Secretary", then it's in his hands to follow through. We just don't know yet. I'd doubt the petitioners have anything to do with the actual scheduling either. They just initiate the process.

It states that that such meetings shall be held at such place, date, and hour as may be designated by the Board of Directors. Since the Special meeting is being called for actions taken by the board, and the fact that there is no other meeting till September, the membership will not stand for a lengthy delay especially since a club event will take place in March when many of the members will be attending. The problem is the only step a member can take against a Board member or any member is to file charges for behavior detremental to the club and those charges are heard by the Board and they decide if they feel there is enough evidence to go forward. Otherwise, we are stuck with this Board for 2 more years. I doubt that if we filed charges, the Board would find in our favor since we are trying to remove one of them. We seem to be stuck in a place there is no chance of winning, without a complete uprising of teh membership. What would happen if we filed charges against the entire Board? Who would hear the charges and decide since they certainly could not decide their own fate and refuse to accept the charges?>

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What would happen if we filed charges against the entire Board? Who would hear the charges and decide since they certainly could not decide their own fate and refuse to accept the charges?>

You must follow the disciplinary procedures in your Bylaws, no matter how flawed they may be. If you feel the disciplinary procedures are inadequate you should amend the Bylaws.

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