VP Take Over

[CJVan]

The VP of our Assocaition wanted a special meeting, which the president refused to call because it wasn't a valid topic. The VP decided, while the president was out sick one day, that he would call the meeting without their authority and cited that the bylaws allow this.

Bylaws state that The President calls Special Meetings. It also states "The Vice-President shall perform all duties of the President in case of the absence or disability of the latter. He/she shall succeed to the office of President upon the event of the resignation or death of the President."

The VP said that since the President was out ill for the day that meant that he was to take over. Our bylaws also state: "Robert’s Rules of Order” shall be the parliamentary authority for all matters of procedure not specifically covered by the by-laws of this Association."

This is a argument between members, because we assume that the VP is to take over when the President is gone for an extended period of time however the VP states that he has authority for one day.

He called a Special Meeting, put an agenda and then at the meeting several items which were not on the agenda were discussed and had motions made and voted on concerning these items, which were never on the agenda. Is this valid?

[jstackpo]

A one day illness is a bit of a stretch as a "disability". But it is (or was) up to the members who may have come to the meeting to raise a point of order that the calling of the meeting was improper.

What is much more of a problem is the "several items which were not on the agenda [which] were discussed and had motions made and voted on concerning these items, which were never on the agenda." These votes should all be ruled completely invalid (next chance you get - at a regular meeting) as absentee rights were violated - p. 251. What notice requirements are in your bylaws about Special Meetings? Were they followed? Otherwise the whole meeting may be invalid.

[Guest CJVan]

5 days notice is required for special meetings, which the VP called within 7 days, however the very next day when the President came back stated that the meeting was void because the President was to call special meetings and that their being out ill 1 day did not allow for VP to take over and call a meeting. So, yes notice was given in that there was 5 days notice, however, was it even valid if the VP called it based on our bylaws and/or Robert's Rules of Order?

[Bruce Lages]

While I agree completely wiht Dr. Stackpole's answer, the other item of concern to me is your statement that "the president refused to call because it wasn't a valid topic". Do your bylaws specify that only certain items may be the subject of a special meeting? If not, the president doesn't get to pick and choose the topics for which he will call a special meeting.

[Guest CJVan]

The bylaws state "The Executive Board meets on the second Thursday of each month. Additional Executive Board meetings will be called at the discretion of the President." That's it.

[Guest Edgar]

This is a argument between members, because we assume that the VP is to take over when the President is gone for an extended period of time however the VP states that he has authority for one day.

An argument "between" members or an argument between the members and the vice-president? I find it hard to believe that there would be many, if any, members who would honestly support this vice-president's position. And what does "out sick" mean? Out from work? Isn't he out from work on weekends too? And at night? Is he expected to be "in" twenty-four hours a day?

[CJVan]

I forgot to sign in before...sorry.

An argument "between" members or an argument between the members and the vice-president? I find it hard to believe that there would be many, if any, members who would honestly support this vice-president's position. And what does "out sick" mean? Out from work? Isn't he out from work on weekends too? And at night? Is he expected to be "in" twenty-four hours a day?

This is an argument agains members, because yes, there are some that support this VP. Yes, out sick from work and apparently the VP believes that if the president is not in that they automatically take over.

The problem is that the VP had "the VP Supporters" group of members attend this meeting and vote out the President, because no one could decide if this was really a meeting so not everyone attended. Also, the VP never once on the agenda mentioned that the President being voted out was going to be discussed or mentioned the President on the agenda at all, they mentioned other issues, but never the President directly.

[jstackpo]

Good Grief! Do your bylaws give the authority to "vote out" the president to the members at the meeting? Without any advance notice of such a motion being presented at a meeting? (They might -- see pp. 574, 653)

All of the above discussion (including mine) hinges on whether the meeting in question was "valid" -- it will be up to the membership to decide that, we can't do so here. (Although from what you have described so far, I'd put myself in the invalid camp.) A majority of the membership can make such a determination via a point of order (p. 247) followed, possibly, by an appeal (p. 255).

And another lesson for your membership: SHOW UP AT YOUR MEETINGS -- there is no telling what might happen at them. YSYL.

[CJVan]

I agree that members need to show up at meetings, which is why I attended, however because of the attendees hostility not a lot of members wanted to attend. Their were even threats of arranging for "death of the president', which may have been in a joking manner on the part of the party who made the comment, however, it was a very hostile, angry meeting with a lot of yelling. Motions Made, Seconded and once someone disagreed with or brought up something that was not liked by "others" (others refers to the angry and loudest members at the meeting) the "others" would immediatley call for "Quesion" at which time the VP would call for vote and stop the discussion. Which, if I am correct is not allowed based on Roberts Rules, because a motion needs to be made to call for end of discussion and seconded before discussion can actually end?

Regarding voting out the President all the bylaws state is "If the Executive Board feels an officer or committee member is failing to adequately represent the Association or fails to meet the minimum responsibilities of office, he or she can be removed from office by a simple majority vote of the Executive Board."

I will let members know that they need to make a determination on if the meeting was invalid or not.

Thank you for all the information. It has been very helpful!

[Guest Edgar]

I agree that members need to show up at meetings, which is why I attended, however because of the attendees hostility not a lot of members wanted to attend.

Regarding voting out the President all the bylaws state is "If the Executive Board feels an officer or committee member is failing to adequately represent the Association or fails to meet the minimum responsibilities of office, he or she can be removed from office by a simple majority vote of the Executive Board."

I will let members know that they need to make a determination on if the meeting was invalid or not.

It's also not clear (at least to me) if this was a meeting of the general membership (which was my first impression) or a meeting of the board (which the attempt to remove the president suggests). Needless to say, it's an important distinction.

u6G94Q

[CJVan]

It was a meeting of the Executive Board.

[Trina]

Good Grief! Do your bylaws give the authority to "vote out" the president to the members at the meeting? Without any advance notice of such a motion being presented at a meeting? (They might -- see pp. 574, 653)

All of the above discussion (including mine) hinges on whether the meeting in question was "valid" -- it will be up to the membership to decide that, we can't do so here. (Although from what you have described so far, I'd put myself in the invalid camp.)

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Regardless of the validity of the special meeting, the fact remains that it is entirely improper to take up business that was not mentioned in the call to the meeting. As stated previously:

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What is much more of a problem is the "several items which were not on the agenda [which] were discussed and had motions made and voted on concerning these items, which were never on the agenda." These votes should all be ruled completely invalid (next chance you get - at a regular meeting) as absentee rights were violated - p. 251.

...

I agree that members need to show up at meetings, which is why I attended, however because of the attendees hostility not a lot of members wanted to attend. Their were even threats of arranging for "death of the president', which may have been in a joking manner on the part of the party who made the comment, however, it was a very hostile, angry meeting with a lot of yelling. Motions Made, Seconded and once someone disagreed with or brought up something that was not liked by "others" (others refers to the angry and loudest members at the meeting) the "others" would immediatley call for "Quesion" at which time the VP would call for vote and stop the discussion. Which, if I am correct is not allowed based on Roberts Rules, because a motion needs to be made to call for end of discussion and seconded before discussion can actually end?

See FAQ #11 for more information -- you are correct that someone yelling "call the question!" does NOT properly lead to this result.