postponing a meeting

[Lina W]

Our society has 9 directors. We have arrived at a stalemate because 4 of the directors have issued a call for an “extraordinary meeting” to remove an officer without going through the Board or the membership. We have 300 members and only 4 members have called this “meeting.” The four have also announced that there will be special restrictions on voting at this “extra ordinary meeting “ in direct conflict with the bylaws of the society which gives every member in good standing a vote. The bylaws also require that, in instances such as a resolution to remove an officer, voting ballots must be sent to every member to allow for mail in votes – this has not been done. It should be noted that the correct procedure for removal of an officer has not been followed. The remaining 5 directors have had advice that the call for the extraordinary meeting is invalid.

Our bylaws state that a general meeting must be held in August, but does not make any further statements about holding regular meetings. Past practise has been that 6 to 8 additional meetings are held throughout the year – and have been held on a set day of those months where meetings are held. Usually members have been informed of these meetings by e mail notice and posted signs. With the conflict in Board there is not the possibility to prepare adequately the business of the society for the meeting that is expected to be held this month. No notice has yet been sent out but it is usual practise that notice of a meeting would be sent out and a meeting called for this month. Can the society send out a notice that the meeting will not happen on the usual date but that it will be called once the directors have had time to get advice and counsel on how to handle the situation?

Thank you for your input

[Guest Nancy N.]

(If I type fast I can get the first reply in)

[Guest Nancy N.]

.... Thank you for your input

Now then. Assuming no significant errors or omissions of fact in the first paragraph, since there was no question asked, I'll ask a couple: what's the stalemate? And how do the four officers calling for a meeting justify all this?

As to the second paragraph, I'd appreciate (and I would probably not be the only one) if Lina W., the original poster, would rewrite it, in the first person, so that we can have some sense of who it is that is doing all these things. Also some specificity -- such as, who establishes the "set date"? Who calls the meetings in the first place?

Particularly, I have some doubt that all these 6 to 8 meetings a year have been at all legitimate in the first place. But assuming that the not-really-regular meetings are OK, I can answer the question with this: Robert's Rules does not allow for cancelling meetings. I doubt that RONR can be applied to any of the rest: it is all about the organization's own rules, which only the organization itself can interpret.

It is possible that a parliamentarian might be of assistance, but that would have to be a parliamentarian who is engaged for the purpose; the Internet will probably not be able to help.

[jstackpo]

Nancy N. may type fast but she appears to be a little too quick clicking on "Post"... (But she still types faster than me!)

Lina W: Do your bylaws authorize the calling of "extraordinary meetings" -- RONR calls such "Special Meetings" and is clear that without bylaw authorization they cannot be properly called. And any decisions reached at such an improper meeting are all null and void.

If they are authorized, the bylaws should set out rules about who can call them, &c. Once (properly) called, they cannot be "cancelled", without (more) bylaw authorization given to the callers or cancellers.

[Lina W]

Thanks.

The bylaws state that a general meeting is to be held in August with election of officers and directors. The time and place to be designated by the executive.

There is no mention of how an extraordinary or special meeting is to be called. One other bylaw however states that quorum for a general or special meeting is six voting members plus chairman.

To clarify - the question is not about cancelling the "extraordinary meeting" but whether an uncalled regular meeting can be rescheduled to a later date.

Thank you

[tctheatc]

A regular meeting should be held at the time/date prescribed. It would then be possible to fix the time to which to adjourn (RONR p242). The authority to otherwise cancel/reschedule a meeting would have to be spelled out in the bylaws.

[Trina]

Thanks.

The bylaws state that a general meeting is to be held in August with election of officers and directors. The time and place to be designated by the executive.

There is no mention of how an extraordinary or special meeting is to be called. One other bylaw however states that quorum for a general or special meeting is six voting members plus chairman.

To clarify - the question is not about cancelling the "extraordinary meeting" but whether an uncalled regular meeting can be rescheduled to a later date.

Thank you

If it hasn't been scheduled or called yet, why does it need to be rescheduled?

I echo Nancy N's request for more specificity on who usually sets the date for meetings, how they are called, etc.

Also, is this the same situation as described in this other thread:

?

Sounds very similar, but if it's a different situation, I should stop trying to correlate the two descriptions

[Lina W]

The board of directors set the dates for the meetings however usual practice has been to use a set date of the month even though it is not stated in the bylaws. Having read the bylaws more closely I would also have to correct my input to state that the meeting under discussion would be defined as an extraordinary general meeting and the governing society act legislation says that the directors may, when they think fit, convene an extraordinary general meeting. If the majority of directors cannot agree on a meeting date and no meeting date and place is announced then can it be considered there will be no meeting even though past practice has been that there would be a meeting on that date? Can a minority of directors call an extra ordinary general meeting?

Thanks

[Josh Martin]

The board of directors set the dates for the meetings however usual practice has been to use a set date of the month even though it is not stated in the bylaws. Having read the bylaws more closely I would also have to correct my input to state that the meeting under discussion would be defined as an extraordinary general meeting and the governing society act legislation says that the directors may, when they think fit, convene an extraordinary general meeting. If the majority of directors cannot agree on a meeting date and no meeting date and place is announced then can it be considered there will be no meeting even though past practice has been that there would be a meeting on that date? Can a minority of directors call an extra ordinary general meeting?

It's getting a bit difficult to follow all this, but it is my understanding that these are the facts of the case:

• The Bylaws require that a regular meeting shall be held in August, with the time and place to be determined by the Executive Board.
• The Bylaws say nothing else about meetings of any sort (regular or special).
• Past practice has been to hold "regular" meetings 6-8 times per year, with the time and place to be determined by the Executive Board, although up to this point these meetings have been held on the same date each month.
• Some statute applicable to the society provides something to the effect of "the directors may, when they think fit, convene an extraordinary general meeting" (which is presumably a fancy legalese term for a special meeting).

Based on these facts, under your Bylaws the society has only one regular meeting, which is held in August, with the time and place to be determined by the Executive Board. Under your Bylaws, the Executive Board may not call any other meetings (regular or special), but there is an applicable law which (apparently) provides otherwise. So it seems to me that your question is ultimately a legal one, not a parliamentary one - you will need to consult a lawyer to determine the interpretation of the applicable law.