Calling Special Meetings

[mcfarland]

Scenario:

 

A Board member (in our organization, known as the Executive Committee) wants to call a special meeting to move to change a motion that was adopted at our previous regular meeting.  This would be a teleconference meeting.

 

He is polling other Board members via telephone to "vote" to have this special meeting.

 

a.  Our bylaws are silent on whether teleconference meetings can be held, or may not be held.

 

b.  Our bylaws state:

12.5 Executive Committee -The Executive Committee shall hold a regular meeting on the day preceding the meeting of the Annual Membership Meeting, and one not later than the day following the Annual Membership Meeting.  The Committee may also hold intermediate meetings, when called by the President or by a vote of the Executive Committee.

 

c.  Our bylaws state:

9.1 Voting Right of Officers, Executive Committee or Delegates - Each member or Delegate shall have one vote on each question or matter. All questions and business at every meeting of a Grange, Executive Committee or Special or Standing Committee, at which a quorum is present, shall be determined by a majority vote of members or Delegates present.

 

My questions:

 

1.  Are board meetings via teleconference permitted and votes allowed if our bylaws do not specify that they are?

2.  Is it proper for a Board member to telephone other members to collect "votes" to approve a special meeting, considering the telephone calls do not constitute a meeting, as described in "C" above?

 

Please advise.

[Gary c Tesser]

1.  Not according to Robert's Rules; and since your bylaws are silent, and if RONR is your parliamentary authority, just plain No, unless, say, you have statutes that apply.

 

2.  I think this is purely (American) First Amendment.  Unless you got rules that prohibit people talking to other people.  They're not voting.  They're conversing, or chatting.

 

... Oh, and here's one of my own:

 

3.  Your highlighted (boldfaced) provision in your entry "c", bylaw 9.1, is a little dopy.

[Timothy]

1. Not according to RONR

 

2. Wouldn't it be easier to just ask the president to call a meeting?

[Gary c Tesser]

2. Wouldn't it be easier to just ask the president to call a meeting?

 

Yeah!

 

Who says Timothy Fish and I don't agree on anything except communism, and then not always!

[David A Foulkes]

2. Wouldn't it be easier to just ask the president to call a meeting?

 

It would seem to be, assuming the president is in favor of holding the meeting.  If not, it is up to the EC to vote to hold the meeting, and therein lies the rub.  As teleconference meetings are not authorized, the EC would have to hold a regular meeting to vote to call the "intermediate meeting", and therefore should likely be able to address the "move to change a motion that was adopted" at the regular meeting, thereby removing the need for the "intermediate meeting".  It's a bugger.

[Timothy]

I'm thinking that their bylaws probably don't say what they intended for them to mean.

[Gary c Tesser]

I'm thinking that their bylaws probably don't say what they intended for them to mean.

 

I meant to mention Stalin but somehow dropped it out.

[mcfarland]

As David said:

 

"It would seem to be, assuming the president is in favor of holding the meeting.  If not, it is up to the EC to vote to hold the meeting, and therein lies the rub.  As teleconference meetings are not authorized, the EC would have to hold a regular meeting to vote to call the "intermediate meeting", and therefore should likely be able to address the "move to change a motion that was adopted" at the regular meeting, thereby removing the need for the "intermediate meeting".  It's a bugger."

 

That, David, is the "rub".  Our next regular meeting is not until mid August.  The EC member believes there is some urgency and wants to call an intermediate meeting this week to "change the motion" adopted at the last regular meeting.  The President does not want to "move to change the motion" (hold an intermediate meeting).

 

Appreciating the 1st Amendment point brought up by Gary, I do not believe that one EC member telephoning other EC members and asking for their agreement to hold the intermediate meeting constitutes a vote of the EC (to hold the intermediate meeting) and agree with your conclusion that "the EC would have to hold a regular meeting to vote to call the "intermediate meeting",

 

Do the rest of you concur?  Thanks for your consideration.

[Gary Novosielski]

Voting takes place only at meetings, unless your bylaws say something else--which you have assured us they do not.   

 

Therefore, a telephone pole, er, poll--i.e., a poll conducted by telephone does not constitute a vote of the EC. 

 

But in order to hold "intermediate" (RONR  calls them "special") meetings without the consent of the president requires a vote of the EC--which can only take place at a meeting.

 

Perhaps the intent of the drafters of the bylaws was to provide a method whereby the EC could call a meeting when the president did not want to.  (If so, they failed.)