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Guest Scott

Requirement to call a special meeting

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Guest Scott

If your by-laws allow for a Special Meeting of the membership to be called by either the President or the Board of Directors, and the President is reluctant to call such a meeting, can it be inferred (assuming there is no other verbiage present) that only a majority vote of the Board of Directors would be sufficient to allow this action?

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If your by-laws allow for a Special Meeting of the membership to be called by either the President or the Board of Directors, and the President is reluctant to call such a meeting, can it be inferred (assuming there is no other verbiage present) that only a majority vote of the Board of Directors would be sufficient to allow this action?

More than "sounds reasonable." :) Unless the rules say differently, the decision of the board is determined by majority vote (p. 4, ll. 3-17).

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More than "sounds reasonable." :)

On re-reading, my earlier response does sound wishy-washy -- sorry about that. I was concentrating too much on the 'in a meeting' part -- imagining the members of this board of directors phoning and e-mailing to one another, trying to figure out how they can call a special meeting when the president won't do it.

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If your by-laws allow for a Special Meeting of the membership to be called by either the President or the Board of Directors, and the President is reluctant to call such a meeting, can it be inferred (assuming there is no other verbiage present) that only a majority vote of the Board of Directors would be sufficient to allow this action?

It can be inferred that anything less than a majority vote would be insufficient. :).

However, to be clear, this could be accomplished without a vote, by unanimous consent.

EDITED to add consent.

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