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Special Meetings


Guest shawl

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The bylaws only speak to the numbers of members required to request a special meeting. Can the president use his/her discretion to determine the urgency to have such a meeting or is the president automatically obligated/mandated to call the meeting? Regular meetings are held monthly for the general membership and monthly for the executive board.

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If the By-laws allow for special meetings, the requirement to hold the meeting is met (i.e. the appropriate number of members request for the meeting) then the Board - not the President alone - must make arrangements for the meeting to take place.

I'm somewhat sympathetic to Mr. Ed's sentiments, but on the whole this is zany. Mr. Ed, why do you think you can even be confident that this organization has a board at all that has any function in setting up special meetings of the membership?

Shawl, any informed opinion would require a complete reading of your bylaws (which responses on this website forum cannot do for you). Please, please, take a few minutes to look at RONR on special meetings -- p. 89 all the way to p. 90 -- and on principles of interpretation, from p. 570 to about, oh, 572. You will need to know these common-sense principles if your bylaws do not prescribe what they need to, about getting special meetings set up.

... And yeah, that means, at a meeting. A legitimate meeting. A meeting of questionable legitimacy, like a special meeting that is called without all the jots and tittles covered, will produce results of questionable legitimacy. Of course, resolving that question would be resolved at a meeting. Shawl, please get those bylaws amended so they're up to snuff, pronto.

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If members of the organization request that a special meeting take place, can the president choose not to call/have the meeting?

Not unless your bylaws give him that unusual veto power.

But remember that special meetings are only for matters of such urgency that they can't wait until the next regular meeting. While it's probably not up to your president to determine what's urgent and what's not, many organization empower the board (or an individual officer such as the president) to act on matters that can't wait until the next regular meeting of the general membership.

The good news is that, no matter how delinquent your president may be, you won't have to wait more than a month to do something about it. Contrast that with the plight of too many organizations with only one regular meeting a year and no provision for special meetings.

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Not unless your bylaws give him that unusual veto power.

But remember that special meetings are only for matters of such urgency that they can't wait until the next regular meeting. While it's probably not up to your president to determine what's urgent and what's not, many organization empower the board (or an individual officer such as the president) to act on matters that can't wait until the next regular meeting of the general membership.

The good news is that, no matter how delinquent your president may be, you won't have to wait more than a month to do something about it. Contrast that with the plight of too many organizations with only one regular meeting a year and no provision for special meetings.

What goes to a special meeting is up to the bylaws. Urgency may be a requirement but some bylaws provide otherwise.

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The bylaws only speak to the numbers of members required to request a special meeting. Can the president use his/her discretion to determine the urgency to have such a meeting or is the president automatically obligated/mandated to call the meeting? Regular meetings are held monthly for the general membership and monthly for the executive board.

No, there is no automatic obligation on the president to call the meeting. If the intention was to obligate him to call a meeting upon the request of a certain number of members, the bylaws should have included such a provision. I'm not saying they don't; I'm just saying you'll have to look them over carefully.

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The bylaws only state that a certain number of members may request the President to call a special meeting. Although the bylaws do not speak to urgency, RONR does. Can the president then use his/her discretion to determine if the request is of such an urgent matter that a special meeting is needed or if it can wait until the next regularly scheduled meeting? Also, can special meetings be called just for the executive board or do these type of meetings only pertain to the entire membership

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Can the president then use his/her discretion to determine if the request is of such an urgent matter that a special meeting is needed or if it can wait until the next regularly scheduled meeting? Also, can special meetings be called just for the executive board or do these type of meetings only pertain to the entire membership

You'll find the answers to these questions in your bylaws but your president has only the authority your bylaws give him. Nothing more.

And it's possible for special meetings to be authorized for the board and not the general membership or vice versa or for both or for neither.

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The bylaws only state that a certain number of members may request the President to call a special meeting.

...

Also, can special meetings be called just for the executive board or do these type of meetings only pertain to the entire membership

Take a look at the sample bylaws on page 568 in RONR (10th Ed.). Note that both Sections 3 deal with Special meetings. The top one is in regards to membership, the lower one to the Board. The wording of each indicates that the president or the executive board (president only for the board) may, of their own volition, call a special meeting, thus not obligating them to do so, but authorizing them to do so. But the sections also include language that states that a special meeting shall (i.e. must) be called on the written request of a certain number of members. Thus, upon receipt of such written request, the president (or the board, should he not do so, in the case of the membership) shall must will call a special meeting. Implicit in there (in my opinion) is the requirement to set the date of the special meeting as soon as possible, depending on notice requirements, and not to delay the call unnecessarily.

Your bylaws seem to suggest that members may "request" the president call a special meeting. A request is just another way of saying "please", but there is no sense of binding requirement on the president to call the meeting. You ask, he declines. Your bylaw wording may in fact be different from what you've posted, so a careful read of the bylaws is required to be sure. Amending them to be clearer, and more empowering for the membership, is probably in order as well.

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The bylaws only state that a certain number of members may request the President to call a special meeting. Although the bylaws do not speak to urgency, RONR does. Can the president then use his/her discretion to determine if the request is of such an urgent matter that a special meeting is needed or if it can wait until the next regularly scheduled meeting? Also, can special meetings be called just for the executive board or do these type of meetings only pertain to the entire membership

If I were the President of an organization whose members satisfied the bylaw mandate for requesting a special meeting, barring any rule or precedent to the contrary, I would be inclined to call the meeting. That doesn't necessarily mean a rule would be violated by doing otherwise.

The executive board can have special meetings, if authorized in the bylaws.

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  • 2 weeks later...

We were unable to have our monthly meeting at its regular date due the flooding at our club. A sign was posted 5 days prior to today 5/15/11 for the meeting. After calling the meeting to order and the regular reading of minutes and treasury report 2 membembers stood and called that the meeting was illegal and there would be no meeting. President tried to call order but to no avail. They have accused President of not following by-laws and that they did not see the sign. My question is this legal and can they call the meeting to close? Did they not act illegally by their actions?

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We were unable to have our monthly meeting at its regular date due the flooding at our club. A sign was posted 5 days prior to today 5/15/11 for the meeting. After calling the meeting to order and the regular reading of minutes and treasury report 2 membembers stood and called that the meeting was illegal and there would be no meeting. President tried to call order but to no avail. They have accused President of not following by-laws and that they did not see the sign. My question is this legal and can they call the meeting to close? Did they not act illegally by their actions?

Was there, in fact, a quorum present at this meeting?

No, they can't call the meeting to a close. What did everyone else do while they did this? Sit and stare?

What's wrong with your president?

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We were unable to have our monthly meeting at its regular date due the flooding at our club. A sign was posted 5 days prior to today 5/15/11 for the meeting.

In the first place, there is no provision in RONR for canceling a regular meeting. If enough members (a quorum) had shown up, business could have been conducted. Even if only one or two members had shown up the meeting could have, and should have, been held as scheduled. Without a quorum, very little could have been done but one of the thing that could have been done was to have adjourned the meeting to a later, more convenient date (say, 5/15?).

As for the next meeting, it's a "special" (i.e. non-regular) meeting and is only legitimate if your bylaws specifically authorize special meetings. If they do they should also specify who can call them and how they are to be called. Is posting a notice five days in advance sufficient? Check your bylaws.

[And, for future reference, this forum works best if you'll post your new question as a new topic, even if you find an existing topic that seems similar. Of course any follow-up question should be posted in the same topic.]

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