Calling for Special Meeting of Board of Directors

[Guest Frances G.]

Is there some common-sense rule as to how many members should be allowed to call for a special meeting of a Board of Directors for the purpose of recalling an officer?

 

We have 16,000 members in 52 state-wide chapters, and a total of 124 Directors representing these chapters. Special meetings are a great inconvenience for Board members who may have to drive as much as 3-4 hours to get to a special meeting.

 

 

[Josh Martin]

Is there some common-sense rule as to how many members should be allowed to call for a special meeting of a Board of Directors for the purpose of recalling an officer?

 

No.

 

We have 16,000 members in 52 state-wide chapters, and a total of 124 Directors representing these chapters. Special meetings are a great inconvenience for Board members who may have to drive as much as 3-4 hours to get to a special meeting.

 

Your society is required to follow the existing rules in its bylaws for calling special meetings. If those rules are inconvenient, then you should try to amend the bylaws, but you're stuck with them in the meantime. The facts you've presented seem like excellent points to consider when amending the bylaws.

[Guest Frances G.]

We are in the process of revising the bylaws. Currently, as few as 10 members can call for a special meeting.

 

One group wants to add "or until their successors are elected" to the term of office to allow recall without cause and to change the 10 members to 10 Chapter Presidents.  This isn't much of an improvement, since our chapters range in size from 14 to about 2,000 members.  The smallest ten chapters would represent only 300 members, or 2% of total membership.

 

The group I represent want to change the criteria to 25% of the Chapter Presidents (13/52) representing at least 25% of the total membership (4,000 out of 16,000) , trying to balance the right of the small chapters to not be dominated by the large chapters, while also not allowing a very small minority of total membership to put the rest of us to great inconvenience while subjecting elected officers to possible harassment by calling for their recall for no cause. This percentage is based on the criteria of a couple of corporations that we are aware of that require that a group of stockholders asking for a special meeting of the Board of Directors would have to collectively own at least 25% of the common stock. 

 

One real concern we have is that many directors will choose not to come to a special meeting due to the inconvenience, so that a much smaller group (as long as there is a quorum) could prevail.

 

The rationale given by the first group for adding the "or until their successors are elected" is that otherwise  the organization would open itself up to legal action by an unpaid volunteer officer who is removed from office. That certainly seems odd, that you couldn't sue for being removed without cause, but you could if you were removed for cause and given due process.

[Josh Martin]

We are in the process of revising the bylaws. Currently, as few as 10 members can call for a special meeting.

 

One group wants to add "or until their successors are elected" to the term of office to allow recall without cause and to change the 10 members to 10 Chapter Presidents.  This isn't much of an improvement, since our chapters range in size from 14 to about 2,000 members.  The smallest ten chapters would represent only 300 members, or 2% of total membership.

 

The group I represent want to change the criteria to 25% of the Chapter Presidents (13/52) representing at least 25% of the total membership (4,000 out of 16,000) , trying to balance the right of the small chapters to not be dominated by the large chapters, while also not allowing a very small minority of total membership to put the rest of us to great inconvenience while subjecting elected officers to possible harassment by calling for their recall for no cause. This percentage is based on the criteria of a couple of corporations that we are aware of that require that a group of stockholders asking for a special meeting of the Board of Directors would have to collectively own at least 25% of the common stock. 

 

One real concern we have is that many directors will choose not to come to a special meeting due to the inconvenience, so that a much smaller group (as long as there is a quorum) could prevail.

 

The rationale given by the first group for adding the "or until their successors are elected" is that otherwise  the organization would open itself up to legal action by an unpaid volunteer officer who is removed from office. That certainly seems odd, that you couldn't sue for being removed without cause, but you could if you were removed for cause and given due process.

 

So do you have another question?

[Guest Edgar]

We have 16,000 members in 52 state-wide chapters, and a total of 124 Directors representing these chapters. 

 

Then you should probably hire a professional parliamentarian.

[Guest Frances G.]

Sorry, my remaining questions then are:

 

1.  Does using a criteria like some corporations use (i.e. 25%) seem to be a reasonable solution to the problem of how many could call for a special meeting to recall an officer?

 

2.  Is it a valid concern that an organization could open itself up to a legal suit if it removes an officer with cause, but not if it removes an officer without cause? 

 

 

[Guest Edgar]

Then you should probably hire a professional parliamentarian.

 

And an attorney.

[Josh Martin]

1.  Does using a criteria like some corporations use (i.e. 25%) seem to be a reasonable solution to the problem of how many could call for a special meeting to recall an officer?

 

It seems reasonable to me, given the circumstances of the organization, but I'm not the person you need to convince. It will ultimately be up to the membership.

 

2.  Is it a valid concern that an organization could open itself up to a legal suit if it removes an officer with cause, but not if it removes an officer without cause? 

 

That's a question for a lawyer.