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Special meeting to vote out existing board of directors


Guest Mary

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Probably not.  But it depends on your bylaws.

 

Do the members have the power to request a meeting of the board?  That would be unusual to say the least.  They're not members of the board. 

 

Does the board even have the power to vote it's members out?  I suspect it may not, but if it did, what makes you think they would vote to do so?

 

The members may have the power to call a special meeting of the full membership, or they may not.  There's no rule in RONR allowing them to do so, so you would need a rule in your bylaws giving them (or some specified number of them) that authority.

 

Could (some number of) members demand a special meeting of the membership for the purpose of voting out the board of directors?  Again, maybe.  And again it will depend upon your bylaws.  If they have a way of calling special meetings, they would still have to be authorized to remove directors from office.  Are they?

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The members may have the power to call a special meeting of the full membership, or they may not.  There's no rule in RONR allowing them to do so, so you would need a rule in your bylaws giving them (or some specified number of them) that authority.

 

Much depends on whether "voting out the existing board" means conducting a trial and determining punishment at a special meeting of the members. 

 

"Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or ( b ) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see footnote, p. 661)."  RONR (11th ed.), p. 92  The wording is new in the 11th Ed.

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George:  Good catch.

 

Mary: If you're conducting a formal trial, the membership can authorize a special meeting (of the membership).  It would still not make obvious sense to demand that the board meet, for the reasons above. 

 

The full set of rules regarding discipline is defined in Chapter XX (20) of RONR.  But if you have rules in your bylaws about discipline, they supersede the rules in RONR.

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