Special meeting prior to election & annual meeting

[Guest Kathy S.]

I've looked for this situation but can't find it:

 

Possible board president wants to hold a special meeting the first week in January, but before the 2014 officers are elected and before the incoming appointed trustees are sworn in at the annual meeting 2 1/2 weeks later.  Is this permissable? If not, and they proceed anyway, would any actions taken be potentially illegal?

[Chris Harrison]

Do your bylaws specifically authorize the calling of a Special Meeting and if so would you all be able to fulfill any requirements for calling one before the time the President wants to call one?

[Guest Kathy S.]

The bylaws only say that a special meeting may be called by the secretary at the direction of the president, or at the request of two members  There aren't any other requirements such as a number of days. A wrinkle is that the possible President was also up for re-appointment by the city along with 2 new trustees. We don't have notification from the city that she was re-appointed, or that the 2 that were listed on the city agenda were appointed.

 

So, we have a possible President calling for a special meeting.

[jstackpo]

Possible?  Either she is chair or isn't.  What was her term in office indicated to be when first appointed?

[Kathy S.]

As of 1/6 when she wants to call the special meeting she is not chair, that is scheduled for the annual meeting later in the month.  Her term in office expires at the end of 2013 and she was scheduled to be re-appointed by the city at their meeting last week.  The re-appointment was on their agenda, but we have not yet been notified of the results.

 

I don't know what the rush is about, I think they could hold off and just wait 2 1/2 weeks for the annual meeting and take care of the business then. It would make everything much smoother and not have to worry if the special meeting is being properly held.

[jstackpo]

Rushing in (with a total lack of angels for company), if she is chair NOW, she can call a special meeting.  Full stop.  I don't see (unless some laws apply) that the meeting date has to be this year.  However, when the special meeting date rolls around, whoever is chair then (since a new term starts in January), will preside.

[Kathy S.]

Rushing in (with a total lack of angels for company), if she is chair NOW, she can call a special meeting.  Full stop.  I don't see (unless some laws apply) that the meeting date has to be this year.  However, when the special meeting date rolls around, whoever is chair then (since a new term starts in January), will preside.

"Sue" is not chair now, she is vice-president. The chairs terms expires on 12/31/13 (we already had his recognition party) and we wouldn't have a quorum if we could have a special meeting this year as board members are out of town.

 

We haven't even received notification that "Sue" was re-appointed. She wants to schedule the special meeting for 1/6/14 with no slate of officers elected because the annual meeting is 1/21/14.

[Gary c Tesser]

"Sue" is not chair now, she is vice-president. The chairs terms expires on 12/31/13 (we already had his recognition party) and we wouldn't have a quorum if we could have a special meeting this year as board members are out of town.

 

We haven't even received notification that "Sue" was re-appointed. She wants to schedule the special meeting for 1/6/14 with no slate of officers elected because the annual meeting is 1/21/14.

Much of this is not relevant to your question.  It doesn't matter who "Sue" is, nor that she is the vice-president.  Who is the president now?  Right now, regardless of when you held a party for him or her? -- especially if her term has not expired yet?  That's the person we're talking about.  Or any two members, right?

 

I of course don't know what the rush is either.  But I don't need to know, and pretty much neither do you.  If she is authorized to call a special meeting, and if she calls a special meeting properly for January 6, then you got a special on January 6.

[Josh Martin]

"Sue" is not chair now, she is vice-president. The chairs terms expires on 12/31/13 (we already had his recognition party) and we wouldn't have a quorum if we could have a special meeting this year as board members are out of town.

 

We haven't even received notification that "Sue" was re-appointed. She wants to schedule the special meeting for 1/6/14 with no slate of officers elected because the annual meeting is 1/21/14.

 

If your bylaws provide that the chair or any two members can call a meeting, then the current chair or any two current members can call a meeting. Whether those people may or may not be the chair or members several weeks later is irrelevant.

 

I'd also note, however, that when that meeting actually happens, the current officers and current members at that time will be the ones meeting. If you have no officers at that time (which seem unwise, but it looks like this may be the case based on the facts presented), then any member can call the meeting to order and the first things to do will be to elect a Chairman Pro Tempore and Secretary Pro Tempore to serve for that meeting.