Calling Special Meeting and absence of Chair

[Guest Guest-2525]

The organization has a President, Vice President, Secretary, and Treasurer. The bylaws say the President SHALL call a special meeting upon the request of three directors and that the President may call one on his or her own volition. Three directors have made a request that the President call a special meeting for the purpose of discussing alleged wrongdoing of the President and the organization's approach to dealing with the resulting problem. It is possible that the President will refuse to call the meeting, and in that case, would it be possible to have a meeting before the next regular meeting to deal with the issue?

I understand RONR does not require special meetings and that the bylaws control their conduct. While this is a bylaw question, it is also a parliamentary question regarding the meaning of "absent." Under RONR the Vice President presides if the President is absent. Additionally under the bylaws the Vice President assumes the duties of the President in his or her absence.

Would the President's failure to acknowledge the three members' requests be considered his absence, allowing the VP to call it?

If the President acknowledged the request and refused to call the meeting, would that also be considered absence?

[Kim Goldsworthy]

The organization has a President, Vice President, Secretary, and Treasurer.

The bylaws say the President SHALL call a special meeting upon the request of three directors and that the President may call one on his or her own volition.

Three directors have made a request that the President call a special meeting for the purpose of discussing alleged wrongdoing of the President and the organization's approach to dealing with the resulting problem.

It is possible that the President will refuse to call the meeting, and in that case, would it be possible to have a meeting before the next regular meeting to deal with the issue?

No.

If the P will not call a special meeting, then you must deal with the issue(s) in your REGULAR meeting, not a special meeting.

I understand RONR does not require special meetings and that the bylaws control their conduct.

While this is a bylaw question, it is also a parliamentary question regarding the meaning of "absent."

Under RONR the Vice President presides if the President is absent.

Additionally under the bylaws the Vice President assumes the duties of the President in his or her absence.

Would the President's failure to acknowledge the three members' requests be considered his absence, allowing the VP to call it?

No.

Do not confuse (a.) dereliction of duty, with (b.) absence.

You do not call special meetings when you are "present" in a meeting, you know. So the issue of "absence" isn't even relevant.

You don't suddenly become "absent" when you refuse to do something, and magically become "present" when you relent and do that certain something.

If the President acknowledged the request and refused to call the meeting, would that also be considered absence?

No.

[Chris Harrison]

Your question actually goes outside of RONR because while the VP presides in the President's absence at a meeting your problem with the calling of a Special Meeting takes place outside of a meeting so RONR takes a back seat and your bylaws take center stage. So this is a question of bylaw interpretation as to whether the President refusing to perform an administrative (extra-meeting) duty rises to the level of an "absence" allowing the VP to take over the duties. See RONR pp. 570-573.

[hmtcastle]

So this is a question of bylaw interpretation as to whether the President refusing to perform an administrative (extra-meeting) duty rises to the level of an "absence" allowing the VP to take over the duties. See RONR pp. 570-573.

Well, I don't think you need to refer to RONR to know what it means to be absent.

In any case, I think the moral of this story (which, unfortunately, is not uncommon) is to have regular meetings scheduled frequently enough so that failure to call a special meeting will be, at most, an inconvenience.

[Guest Guest-2525]

Thank you. It was a grasp at a straw to try to get time-sensitive business taken care of.

[Gary Novosielski]

In any case, I think the moral of this story (which, unfortunately, is not uncommon) is to have regular meetings scheduled frequently enough so that failure to call a special meeting will be, at most, an inconvenience.

Another moral of the story is to amend the bylaws to remove this power from the president to stand in the way of special meetings.

It is fine to grant the president the power to call them on his own volition, which might be his own idea, or when requested by three directors, or even suggested by two, or hinted at by one. The problem occurs when he doesn't want to. Yes, the bylaws say he must, and not to do so is a clear dereliction of duty, but pursuing that may take more than three directors to accomplish, depending on your rules.

A better provision is to say that special meetings may called by the President, or upon the written request of three directors delivered to the Secretary. That takes the president out of the equation in situations where he might be tempted to drag his feet. Many organizations also allow for special meetings (of the Membership) to be called by a certain number of Members, also delivered to the secretary.

[hmtcastle]

A better provision is to say that special meetings may called by the President, or upon the written request of three directors delivered to the Secretary. That takes the president out of the equation in situations where he might be tempted to drag his feet. Many organizations also allow for special meetings (of the Membership) to be called by a certain number of Members, also delivered to the secretary.

Though I seem to recall (or am imagining) instances where the secretary was dragging her feet. I'm all for alternate methods of calling a special meeting but I think the fail-safe solution is frequent regular meetings. If no one shows up or nothing gets done, no harm, no foul. But when you need a regular meeting, it's nice to know the next one is only a few weeks away.

[Gary Novosielski]

Though I seem to recall (or am imagining) instances where the secretary was dragging her feet. I'm all for alternate methods of calling a special meeting but I think the fail-safe solution is frequent regular meetings. If no one shows up or nothing gets done, no harm, no foul. But when you need a regular meeting, it's nice to know the next one is only a few weeks away.

I don't disagree. When I said "a better provision" I didn't mean better than frequent regular meetings. I just meant better than what they have now.