special meetings of members

[Guest sharon]

Good morning, Our Bylaws allow 1/3 of the membership to call for a special meeting of the members, while allowing the Board of Directors to set the time and place of the meeting. However, the Bylaws do not specify what authority is given to members at such a meeting. Are there any guidelines? Can we insist on certain actions by the Board? Can we remove Board members even though their terms are not up? Can we form any committees even though the formation of committees is reserved to the President? In other words, what could we do IF we were able to call a meeting?

[jstackpo]

Special Meetings can "do" only what is proposed to be done in the call for the meeting, and what any bylaw rules may permit or not disallow.

So if you can properly do something in a regular meeting, you can do it in a special one as well, as long as you announce your intentions (a "notice") in the call to the special meeting.

[Gary Novosielski]

Good morning, Our Bylaws allow 1/3 of the membership to call for a special meeting of the members, while allowing the Board of Directors to set the time and place of the meeting. However, the Bylaws do not specify what authority is given to members at such a meeting. Are there any guidelines? Can we insist on certain actions by the Board? Can we remove Board members even though their terms are not up? Can we form any committees even though the formation of committees is reserved to the President? In other words, what could we do IF we were able to call a meeting?

In the general sense, you can do anything. As the assembly of the Membership, you are the highest decision making body of the society. In essence, you are the society.

Your actions are limited only by the bylaws and the rules in your parliamentary authority, presumably RONR. What is not denied to you is reserved to you. And you even have the authority to change your bylaws, as long as you follow the rules for their amendment, which you'll have to read and follow.

Unless denied in your bylaws, you can insist on actions of the board, rescind adopted motions of the board, and pass motions of your own which the board is powerless to overturn. And, with varying degrees of difficulty, you can remove board members before their terms are up.

You can establish committees as long as the right to do so is not reserved exclusively to others. This gets rather technical, and you must distinguish between forming (establishing) committees and populating (appointing) them. But in general, even rights and full powers granted to the board are not granted exclusively unless the bylaws are quite explicit in doing so.

In the pecking order of the organization, the membership begins with all the authority and through the bylaws grants to the board (if there is one), the power to exercise that authority on behalf of the membership. Unless relinquished fully, however, the membership retains to itself the right to instruct and to correct errors in judgment made by the board.

Remember that Special Meetings can only conduct the business that is stated in the formal Call of the meeting, so decide what you want to do before you call the meeting. Also remember that it is your meeting, not a board meeting. Although the president may be presiding, the "board", as such, will not be present (i.e., in session) at your meeting, and its members, if individually present, have no more authority than any other individual.

For further information, and citations, click on the following:

• FAQ #20: How can we get rid of officers we don't like before their term is up?
• OI 2006-12: Board Reversing Membership Decision
• OI 2006-13: Countermanding Board Action

[hmtcastle]

In other words, what could we do IF we were able to call a meeting?

At the risk of appearing cynical, you might want to have a back-up plan should the board be reluctant to "set the time and place" for a special meeting called to consider the removal of board members, or should it set the time and place to be especially inconvenient. In the latter case, you can adjourn the meeting to a more convenient time and place.

Also remember that the board, as a board, won't be present at this meeting of the general membership.