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Special meeting of executive board only


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Sorry, I'm in the midst of a contentious regime change of a youth sports borard.


The entire existing board is either not running for re-election or resigning before their term is complete.  In just over a month, we have our AGM, where a new board will be elected.


Some of the existing board are not willing to let go of what they have done, and have now called a special meeting of the Board, outside of a regularly scheduled board meeting and excluding any member not on the Board.  The meeting was called for today to occur on Monday, called by one voting Board member, not the president.


Our bylaws state:  "Special meetings of the Board may be called by the President of the Board or by any two Directors. It is expected that these meetings may be necessary to deal with sensitive or emergent issues. At least one week prior notice shall be given by the Secretary to each director when practical. Such notice may be oral or written and shall state the place, date and time of the meeting and matters proposed to be acted upon at the meeting. Special Meetings of the Board may or may not be announced to the membership."


This meeting is being called because several bylaw changes have been submitted and the existing board, with about 33 days left in their term, do not want these changes to take effect.


My questions are:


  1. It appears legal notice has not been given for this meeting, correct?
  2. Is this a legal meeting and can they exclude general members?
  3. If they hold the meeting anyway, what recourse do I have?

Thank you.

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1.  It appears that way to me too.  So, as of now there are two of us in agreement, and half of us aren't even a member.  So you do have some more legwork to do here.


2.  ( a )  As I see it, no; ( b ) Yes, of course:  unless your own youth sports board's rules say otherwise, no board meetings need admit anyone who is not on the board.


3.  It depends on what they do there.  If the meeting is null and void due to violation of inviolable bylaws requirements, but if they do nothing substantive (Suppose the board adopts a resolution like, "The current board is resolved that the proposed bylaw changes are bad and evil and morally repugnant, and the board formally recommends to the membership that these proposed amendments be rejected" by the membership in a month or so.  Who cares?), whatever would you need to remedy?


But you might want to look at Chapter Twenty in RONR to make it clear to this, and to future boards, not to mess around like this.


Or, if they adopt a statement like, "The board hereby prohibits the AGM from adopting the proposed bylaw amendments," then maybe you should look at RONR, Chapter Twenty, even though all of the currently serving directors will be gone shortly; and maybe (maybe) you should do something to make sure that the membership knows that this is horse twaddle, and that the board can do no such thing.


(I do assume that your bylaws do not, in fact, allow the board to do any such thing.)

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