Executive Board Meetings

[Guest Coco]

Can the Vice President call a meeting of the Executive Board without the knowledge and consent of the President? (The bylaws are silent on this topic.)

If so, are minutes recorded, votes allowed, and are decisions made at this meeting binding on the organization?

[Chris Harrison]

Do you mean can the VP call a Special Meeting of the Board? If so, do the bylaws specifically provide for the calling of Special Meetings of the Board and if so do they authorize the VP to call one (you should also look in the section specifying the duties of the VP)?

If that wasn't the question please clarify.

[Guest Edgar]

Can the Vice President call a meeting of the Executive Board without the knowledge and consent of the President? (The bylaws are silent on this topic.)

If the bylaws are silent on this topic, the answer is "no".

[sMargaret]

The vice president could get people together to discuss an issue with the president, if that is the meaning of the question. This would just be a bunch of people getting together, however, and wouldn't be a meeting of the executive board. To be a real meeting - with minutes, votes, decisions - all board members (including the president) would need to have notice of the meeting, and most importantly, it would need to be called in accordance with the bylaws.

[Guest Coco]

The vice president could get people together to discuss an issue with the president, if that is the meaning of the question. This would just be a bunch of people getting together, however, and wouldn't be a meeting of the executive board. To be a real meeting - with minutes, votes, decisions - all board members (including the president) would need to have notice of the meeting, and most importantly, it would need to be called in accordance with the bylaws.

Thank you for your response. The bylaws are silent as to who should call the Executive Board into session. The bylaws do not, however, give the Vice President (in the section that specifies the duties of the Vice President) authority to call meetings.

[Guest Guest]

Do you mean can the VP call a Special Meeting of the Board? If so, do the bylaws specifically provide for the calling of Special Meetings of the Board and if so do they authorize the VP to call one (you should also look in the section specifying the duties of the VP)?

If that wasn't the question please clarify.

Thank you for your response. Yes, Yes, however, the bylaws do not specify who can call a meeting of the Executive Board. In the section of the bylaws specifying the duties of the VP the calling of meetings is not listed as one of the duties.

[Tim Wynn]

Thank you for your response. Yes, Yes, however, the bylaws do not specify who can call a meeting of the Executive Board. In the section of the bylaws specifying the duties of the VP the calling of meetings is not listed as one of the duties.

If special meetings are not authorized in the bylaws, they cannot be held. . . at all.

[Guest Coco]

If special meetings are not authorized in the bylaws, they cannot be held. . . at all.

Thank you for your response. The Bylaws state that the Executive Board shall meet during the fiscal year but the bylaws do not state who has the authority to call such meetings.

[Trina]

How do your meetings usually come into existence then? The reference in the bylaws, vague as it apparently is, does not seem to refer to a process for calling special meetings.

Perhaps your regular meetings are scheduled by motion(s) of the board?

[Guest Guest]

How do your meetings usually come into existence then? The reference in the bylaws, vague as it apparently is, does not seem to refer to a process for calling special meetings.

Perhaps your regular meetings are scheduled by motion(s) of the board?

Thank you for your response. Historically, the President notified members of the Executive Board that a meeting was needed. This notification was deemed sufficient for a meeting of the entire Executive Board and that meeting was considered a special meeting of the Executive Board. The bylaws do provide for a smaller body of the members of the Executive Board to meet quarterly. Again, the bylaws do not state who should call the meeting - historically, the President has. Are we in error?

The Vice President called a meeting of the entire Executive Board. (See earleir post.) Our bylaws do not give the Vice President the authority to call meetings so this is an improperly called meeting. The President informed the Vice President of this, however, the President then agreed to call the same meeting for the Vice President (to open the meeting, call it to order, and to then turn it over to the Vice President) without cancelling the improperly called meeting. As all members of the Executive Board have been notified of the improperly called meeting but not of the new meeting, is this new meeting legal, is it a properly called meeting? Help!!!

To address this problem of can call mertings, do we need to revise our bylaws or can this issue be addressed with an amedment to the bylaws which would clearly state who has the authority to call Executive Board meetings along with the procedures for calling them?

[sMargaret]

So, apparently, your bylaws contain no means of calling an executive board meeting, but the custom has been that the President calls a meeting.

Having the Vice President call a meeting seems no less of an issue than having the President do so, but you may not wish to challenge the custom of having the President call meetings before you get the bylaws changed, in order so that you can actually hold meetings.

I think it's great that the President is calling the same meeting that the Vice President tried to - is it the same date and time? As long as people know they should actually turn up, I'm not sure there's a real issue. Is this being arranged through email? If so, have the President send out a meeting reminder, perhaps.

I'm not sure what the difference is between revising bylaws and having an amendment to the bylaws. Change them, though - as an example, some bylaws I recently edited, state that the President or any two executive board members can call an executive board meeting.

[Guest Coco]

So, apparently, your bylaws contain no means of calling an executive board meeting, but the custom has been that the President calls a meeting.

Having the Vice President call a meeting seems no less of an issue than having the President do so, but you may not wish to challenge the custom of having the President call meetings before you get the bylaws changed, in order so that you can actually hold meetings.

I think it's great that the President is calling the same meeting that the Vice President tried to - is it the same date and time? As long as people know they should actually turn up, I'm not sure there's a real issue. Is this being arranged through email? If so, have the President send out a meeting reminder, perhaps.

I'm not sure what the difference is between revising bylaws and having an amendment to the bylaws. Change them, though - as an example, some bylaws I recently edited, state that the President or any two executive board members can call an executive board meeting.

Thank you so much for your response. It was very helpful. Yes, the meeting will be the same date and time.

[Gary c Tesser]

... I'm not sure what the difference is between revising bylaws and having an amendment to the bylaws. .

See p. 592 - 593, sMargaret.

[Trina]

Thank you for your response. The Bylaws state that the Executive Board shall meet during the fiscal year but the bylaws do not state who has the authority to call such meetings.

What exactly do the bylaws say about meetings of the executive board?

Thank you for your response. Historically, the President notified members of the Executive Board that a meeting was needed. This notification was deemed sufficient for a meeting of the entire Executive Board and that meeting was considered a special meeting of the Executive Board.

'If the bylaws do not authorize the calling of special meetings, such meetings are not permitted...' (RONR 11th ed. p. 576 ll. 14-16). Depending on the exact language in the bylaws regarding meetings of the board, it appears likely that your bylaws, as they stand, simply do not provide for special meetings. Also note that a special meeting is 'convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance.' (p. 91 ll. 30-35, emphasis added). Is this what you have been doing with those meetings that were 'considered a special meeting of the Executive Board'?

The bylaws do provide for a smaller body of the members of the Executive Board to meet quarterly. Again, the bylaws do not state who should call the meeting - historically, the President has. Are we in error?

The methods for scheduling regular meetings (and these quarterly meetings of the smaller body -- an executive committee? -- certainly sound like regular meetings) contemplated in RONR are: 1) the bylaws simply state the meeting days (e.g. 'on the first Tuesdays of February, May, August, and November'); or 2) the meetings may be scheduled by resolution (i.e. by adoption of a motion). See pp. 575-576 for more details. If the society wants the President to unilaterally set the schedule for regular meetings, this should be clearly stated in the bylaws.

The Vice President called a meeting of the entire Executive Board. (See earleir post.) Our bylaws do not give the Vice President the authority to call meetings so this is an improperly called meeting. The President informed the Vice President of this, however, the President then agreed to call the same meeting for the Vice President (to open the meeting, call it to order, and to then turn it over to the Vice President) without cancelling the improperly called meeting. As all members of the Executive Board have been notified of the improperly called meeting but not of the new meeting, is this new meeting legal, is it a properly called meeting? Help!!!

No, the meeting called by the VP does not sound like a properly called meeting. On the other hand, the meetings historically called by your President sound as though they are on shaky ground also. Why haven't all members of the board been notified of the new meeting (the version called by the President)?? At the very least, the people arranging for the meeting should make darn sure that ALL board members receive notice, and that all board members receive the SAME notice.

To address this problem of can call mertings, do we need to revise our bylaws or can this issue be addressed with an amedment to the bylaws which would clearly state who has the authority to call Executive Board meetings along with the procedures for calling them?

Yes, you should amend the bylaws, to clarify when regular meetings are held, and/or how they are to be scheduled. Also, you should probably put in a section regarding the calling of special meetings (which are a different creature than regular meetings, and which need to be separately described in the bylaws if the organization wants the option of holding special meetings from time to time). As for revision versus amendment... a revision of the bylaws is simply one form of amendment. In either case the defined process for amending the bylaws must be fully followed.

The changes you are describing -- i.e. introducing language to clarify the calling of meetings -- seems quite suitable for one (or more) amendments to the existing bylaws. A 'revision' means that the entire bylaws are opened to change, and that a vote is eventually taken on replacing the entire existing bylaws with the revision. This doesn't mean, of course, that the new version of the bylaws must be hugely different from the old version; in general, though, the revision process is probably overkill if you are basically satisfied with the existing bylaws and simply want to improve/change one or two discrete sections.