Special meeting of the Board of Directors

[Guest Guest]

Please advise as to how to call a special meeting of the Board of Directors. Reason being is that it has come to our attention that certain Board members have taken it upon themselves to make decisions on behalf of the membership without consulting the entire Board. Can a quarum of the Board call a special meeting and then appoint a new Executive Board?

[Rev Ed]

You have to check the By-laws of your organization. RONR does not provide a system to call a special meeting. The By-laws have to provide for special meetings and how they are called.

[Trina]

Please advise as to how to call a special meeting of the Board of Directors. Reason being is that it has come to our attention that certain Board members have taken it upon themselves to make decisions on behalf of the membership without consulting the entire Board. Can a quarum of the Board call a special meeting and then appoint a new Executive Board?

Special meetings cannot be called unless the bylaws say they can (as Rev Ed pointed out). Also, it is unlikely that the board can dismiss some of its members and appoint replacements. More correctly stated, any such power would have to be spelled out in the bylaws (it does not come from RONR).

The general membership, on the other hand, can probably throw out the miscreants... although the process might not be quick or easy.

Take a look at FAQ#20 for more information.

And read your bylaws carefully, for your questions on special meetings, and the powers of the board.

[Rev Ed]

The only removal power I have seen a Board have is the right to remove a director or officer who fails to attend a certain number of meetings every year without satisfactory explanation. Even then, it has to be in the By-laws of the organization, as RONR does not spell out this right.