Special Executive Board meeting excluding an Executive Board member

[Guest Stephanie D]

Our Parent Teacher Club (PTC) follows RONP to fill in bylaws gaps. Our Exec Board is currently having personal issues with our Treasurer. There's talk & hopes of an Exec Board meeting w/o Treasurer invited/present to discuss these issues. Does RONR allow a President to call a special Executive Board meeting to intentionally be held without a board member?

[BryanSullo]

As I learned today, in another thread, a board can only call a special meeting if the bylaws allow it.

[Guest Edgar]

Does RONR allow a President to call a special Executive Board meeting to intentionally be held without a board member?

Nope, that wouldn't be fair, would it.

[Guest Stephanie D]

Our bylaws state "Special meetings may be called by the President upon five days notice to the membership." But wouldn't that mean that we'd have to announce it at either our next general meeting or through our email contact system and then the Treasurer would still find out?

And Guest_Edgar, I agree. Its not fair. That's why I'm on here trying to find a supported reason to NOT do it.

[David A Foulkes]

Does RONR allow a President to call a special Executive Board meeting to intentionally be held without a board member?

No.

Special meetings must be authorized in the bylaws (or by the assembly itself as part of disciplinary proceedings), which should detail who can call them (President, Board, certain number of members, etc) and the notice required. (RONR 11th Ed. pp. 91-93)

Notice of a meeting (when required, as a special meeting should) must be sent to each member of the body that is meeting. (p. 89 ll. 16-22)

[David A Foulkes]

Our bylaws state "Special meetings may be called by the President upon five days notice to the membership." But wouldn't that mean that we'd have to announce it at either our next general meeting or through our email contact system and then the Treasurer would still find out?

And Guest_Edgar, I agree. Its not fair. That's why I'm on here trying to find a supported reason to NOT do it.

Do your bylaws include any other language on special meetings? I ask because it could be construed that, with notice to the membership required, only special meetings of the membership are authorized, and special meetings of the Exec Board might not be. But that takes us into bylaw interpretation, which we shy away from here. Some helpful insights into that for you can be found beginning on page 588 (RONR 11th Ed.).

[Guest Edgar]

I'm on here trying to find a supported reason to NOT do it.

In situations such as this, the concept of the "burden of proof" can be helpful.

Excluding a member from a meeting seems clearly unfair to any reasonable person. So the burden of proof is on the person attempting to do this (i.e. your president) to show you a rule that says he can. It's not up to you to go out and find a rule that says he can't.

[Tim Wynn]

Our bylaws state "Special meetings may be called by the President upon five days notice to the membership." But wouldn't that mean that we'd have to announce it at either our next general meeting or through our email contact system and then the Treasurer would still find out?

And Guest_Edgar, I agree. Its not fair. That's why I'm on here trying to find a supported reason to NOT do it.

RONR (11th ed.), p. 3, ll. 1-9.

p. 486, l. 33 - p. 487, l. 3.

[Trina]

Our Parent Teacher Club (PTC) follows RONP to fill in bylaws gaps. Our Exec Board is currently having personal issues with our Treasurer. There's talk & hopes of an Exec Board meeting w/o Treasurer invited/present to discuss these issues. Does RONR allow a President to call a special Executive Board meeting to intentionally be held without a board member?

To add to the chorus, absolutely not -- see citations provided by Mr. Wynn and Mr. Foulkes.

The other board members can, of course, gather and complain/discuss all they want, and they don't have to invite the Treasurer to their gripe-session. However, they should be absolutely clear that such a gathering would not be a meeting (in the RONR sense), and that they would have no authority to conduct any business.

Our bylaws state "Special meetings may be called by the President upon five days notice to the membership." But wouldn't that mean that we'd have to announce it at either our next general meeting or through our email contact system and then the Treasurer would still find out?

...

Whether this language authorizes special meetings of the board, or only special meetings of the membership, is another can of worms.

[Guest Dave Kasper]

If a "Special General Meeting" has been called and members rightfully notified, does a vote have to actually take place on the issue at hand, that the meeting was called to deal with in the first place? For example, a SGM has been called for tomorrow but the Board is trying to delay the actual vote until the 28th.

[Sean Hunt]

If a "Special General Meeting" has been called and members rightfully notified, does a vote have to actually take place on the issue at hand, that the meeting was called to deal with in the first place? For example, a SGM has been called for tomorrow but the Board is trying to delay the actual vote until the 28th.

The motion does not have to be finally voted on, but it must either be disposed of via a motion (to Postpone Indefinitely, Postpone Definitely, Commit, or Lay on the Table), brought to a final vote, or withdrawn, or else the meeting has to be adjourned while it is still pending. Those are the only ways to avoid it.

Unless your bylaws specifically authorize absentee voting, all votes must take place at a meeting. If they do, they will probably explain the rules regarding absentee ballotting, or else it will be up to the assembly to decide (by majority vote) what method of voting to use.

[Guest Edgar]

For example, a SGM has been called for tomorrow but the Board is trying to delay the actual vote until the 28th.

The board will play no role at a meeting of the general membership.

[Gary Novosielski]

If a "Special General Meeting" has been called and members rightfully notified, does a vote have to actually take place on the issue at hand, that the meeting was called to deal with in the first place? For example, a SGM has been called for tomorrow but the Board is trying to delay the actual vote until the 28th.

If it is a general meeting, the board has no control over what may be, may not be, or is done at that meeting. The membership decides what the Board may do, not the other way around.