Motion and vote made on bad information

[moose67]

New to the forum, I belong to a small club and hold the position of Secretary I am doing my best to learn Roberts’s rules looking for some help and clarification, recently we held a special meeting of the board to deal with an issue. It was a particularly hot topic and it was a heated and emotional meeting.

 

Near the end one of the directors who was sitting next to me, and was and was unhappy with the direction the meeting was going, sat a unfinished note in front of me that said “I am done dealing with” and then he left the meeting.  The president noticed the note and asked me if that was his resignation, my response to him was it could be I really don’t know.

 

Then a motion to adjourn was made and that meeting ended, the president then said too he board looks like we have resignation from director #2. He immediately called for and opened another special meeting, motion was made and seconded to accept the resignation of director #2 and them the meeting was adjourned. After the meeting I spoke with the director in question and explained what happened his reply was that was a note for you (Secretary) only he was just expressing his frustration to me as a friend with the direction the board was taking.

 

So I suggested that he should immediately contact the President and discuss the matter. Which he did after there talk the president contacted me to send an e-mail to the BOD, he expressing his error rushing to judgment and calling the second meeting without all the facts and not confirming with that director that he wanted to indeed resign from the BOD. And that he was setting aside the decision of the board due to the fact that we voted on bad information and that the director could finish out his last year of a three year term.

 

So my question does the President have the power to do that?

 

[George Mervosh]

Nothing in RONR gave him the authority to immediately call for and open another special meeting, and if your rules don't grant him that authority, everything in meeting #2 was null and void.  And this business about setting aside board action (even though it was probably null and void) is nonsense and dictatorial and leads me to believe your President needs to read your bylaws and RONR.  He probably has far less powers than he thinks he does.

[Josh Martin]

So I suggested that he should immediately contact the President and discuss the matter. Which he did after there talk the president contacted me to send an e-mail to the BOD, he expressing his error rushing to judgment and calling the second meeting without all the facts and not confirming with that director that he wanted to indeed resign from the BOD. And that he was setting aside the decision of the board due to the fact that we voted on bad information and that the director could finish out his last year of a three year term.

 

So my question does the President have the power to do that?

 

Not via e-mail. At the next board meeting, the President can and should (based upon the facts provided) declare the board's action null and void, but the President has no authority to make rulings outside of a meeting. The President's ruling is subject to Appeal, but it seems in this case that such a ruling would be correct.

 

Nothing in RONR gave him the authority to immediately call for and open another special meeting, and if your rules don't grant him that authority, everything in meeting #2 was null and void. 

 

It's also null and void because the board cannot accept a resignation which has not actually been offered.

[George Mervosh]

It's also null and void because the board cannot accept a resignation which has not actually been offered.

 

Of course, but I can actually see this being a miscommunication which needed rectified.  I'm far more concerned with other actions the President may have taken without the proper authority, and moose67 should be too.

[Gary Novosielski]

New to the forum, I belong to a small club and hold the position of Secretary I am doing my best to learn Roberts’s rules looking for some help and clarification, recently we held a special meeting of the board to deal with an issue. It was a particularly hot topic and it was a heated and emotional meeting.

 

Near the end one of the directors who was sitting next to me, and was and was unhappy with the direction the meeting was going, sat a unfinished note in front of me that said “I am done dealing with” and then he left the meeting.  The president noticed the note and asked me if that was his resignation, my response to him was it could be I really don’t know.

 

Then a motion to adjourn was made and that meeting ended, the president then said too he board looks like we have resignation from director #2. He immediately called for and opened another special meeting, motion was made and seconded to accept the resignation of director #2 and them the meeting was adjourned. After the meeting I spoke with the director in question and explained what happened his reply was that was a note for you (Secretary) only he was just expressing his frustration to me as a friend with the direction the board was taking.

 

So I suggested that he should immediately contact the President and discuss the matter. Which he did after there talk the president contacted me to send an e-mail to the BOD, he expressing his error rushing to judgment and calling the second meeting without all the facts and not confirming with that director that he wanted to indeed resign from the BOD. And that he was setting aside the decision of the board due to the fact that we voted on bad information and that the director could finish out his last year of a three year term.

 

So my question does the President have the power to do that?

Once the meeting was adjourned, he missed his chance. If he were smarter, he would have dealt with it while the meeting was still in session.

 

But even so, interpreting that note as a resignation was a very long (and disingenuous) stretch.  Shame on the other members for even considering going along with it.

 

But none of that matters, since the special meeting was not properly called, and so was not a true meeting at all.  Nothing that transpired there has any force or weight.

 

I agree that this president is a loose cannon, and should be tied down before he does a lot more damage.

__________

Edit to patch not-hole.

[Gary c Tesser]

... so was a true meeting at all.  Nothing that transpired there has any force or weight..

 

(That should probably be "so was not a true meeting". )

[Gary Novosielski]

 

(That should probably be "so was not a true meeting". )

The dreaded nothole strikes again.

[moose67]

Thanks guys for the info very helpful I did pull this info from the By-laws on meetings.

 

• Article V

(Membership Meetings)

A. ANNUAL MEETING:
The annual meeting of this organization shall be held on the first Thursday of March in each year. If the annual meeting shall not take place at the time fixed it shall be held within a reasonable time thereafter, as determined by the Board of Directors, and due notice or such postponement shall be given to all members. Officers shall hold office from annual election to annual election.

B. REGULAR MEETINGS:
The regular meetings of the organization for the transaction of ordinary business
shall be held on the first Thursday of each third month following the Annual meeting, at such time and place as may be fixed by the Board of Directors.

C. SPECIAL MEETINGS:
A special meeting of the organization may be held at any time upon the call of the President or upon the call of the majority of the Board of Directors, or upon demand in writing of any members stating the object of the proposed meeting, and signed by not less than twenty percent (20%) of the members entitled to vote. Notice of the time, place and object of any Special meeting shall be given all officers and voting members by the communication means on file with the secretary not less than ten (10) business days prior to the date fixed for the holding of such meeting.

D. All meetings shall be governed by Roberts Rules of Order current edition.

 

This was under the Officers section

 

• Article VI

(Officers)

 

C. Meetings of the Board of Directors shall be held regularly to conduct Club business at such time and place as the President may determine. Special meetings may be held at any time on the call of the President or on demand in writing to the Secretary by four (4) members of the Board of directors.
 

• Article VII

(Duties of Officers)

C. Secretary:
The Secretary shall conduct all official correspondence of the club. The Secretary shall notify the members of the Board of Directors of all meetings and shall notify all members of Special and Annual meetings as required in Article V. The Secretary shall keep a true record of all meetings of the Board of Directors and of the organization, the club shall have custody of the books and papers of the club, except the Treasurer’s books of account. All applications for membership in the club shall be made to the Secretary for transmittal to the Board. The Secretary shall be responsible for collection of all fees and dues and shall remit the same to the Treasurer, taking his proper receipt therefore. The Secretary shall receive a fee to be set by the Board of Directors.

[Josh Martin]

C. SPECIAL MEETINGS:

A special meeting of the organization may be held at any time upon the call of the President or upon the call of the majority of the Board of Directors, or upon demand in writing of any members stating the object of the proposed meeting, and signed by not less than twenty percent (20%) of the members entitled to vote. Notice of the time, place and object of any Special meeting shall be given all officers and voting members by the communication means on file with the secretary not less than ten (10) business days prior to the date fixed for the holding of such meeting.

 

It's ultimately up to your organization to interpret its own bylaws (see RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation), but based upon the facts provided, it would seem it is not in order for the President to call a special meeting without any notice.

 

So the previous responses you've received remain correct. The President is correct that the acceptance of the resignation is null and void, both because the meeting was not properly called and because the board can't accept a resignation which has not actually been offered, but the President needs to wait until a meeting to make a ruling on this point.