special meetings of the board

[Guest Linda J]

I am currently working on a revision of our Bylaws. If a special meeting is called by petition of 1/3 of the Board who generally stipulates time and place of meeting, and who gets to run meeting. President obviously runs all other meetings.  Thanks!

[Edgar Guest]

Board meetings are usually presided over (not "run by") the chairman of the board (who, in many but not all cases, also happens to be the president of the organization). Special meeting or not.

[Kim Goldsworthy]

I am currently working on a revision of our Bylaws.

If a special meeting is called by petition of 1/3 of the Board

who generally stipulates time and place of meeting,

and who gets to run meeting.

President obviously runs all other meetings.

What has "... working on a revision of our bylaws ..." got to do with your question?

Is there something tied together with something else, which you are not saying?

 

***

 

1.) Special meetings are not allowed, unless your bylaws allow for special meetings.

So perhaps your question is moot.

Where special meetings are allowed per the bylaws, the bylaws ought to specify those particulars (i.e., where and when).

 

2.) A special meeting of the board is run by the same officer who runs the regular meetings of the board.

And likewise:

A special meeting of the general membership is run by the same officer who runs the regular meetings of the general membership.

 

There is no swapping-in of new chairmen, just because a body holds a special meeting.

Did you think that special meetings, or bylaws-revision-related meetings, are unique, and require special chairmen?

 

It is such a strange juxtaposition of unrelated facts (... revision .. board ... signatures ...) that I suspect your real question is not being asked.

What has all those things got to do with the question, "who presides?"

[Guest Linda J]

If the special board meeting is called by a minority of 1/3, it may be because the President has not done the right thing. How can the 1/3 have their say if President controls the meeting so that important info doesn't come out? Wouldn't it be better to have one of the 1/3 preside over the meeting and stipulate time and place also?

[Edgar Guest]

How can the 1/3 have their say if President controls the meeting so that important info doesn't come out? 

 

The president doesn't "control" the meeting. The assembly does. In any event, once the meeting is called to order the assembly is free to select someone else to preside.

[Kim Goldsworthy]

If the special board meeting is called by a minority of 1/3, it may be because the President has not done the right thing. How can the 1/3 have their say if President controls the meeting so that important info doesn't come out? Wouldn't it be better to have one of the 1/3 preside over the meeting and stipulate time and place also?

Like Maria sung in "The Sound of Music". - "Let's start from the very beginniing. A very good place to start."

*****

Q. Do your bylaws allow for the calling of special meetings of the board? (or whatever body you have in mind.)

 

If not, then the answer to your question is "no one", because you can't have special meetings.

Signatures mean nothing.

One-third means nothing.

Bylaw revision means nothing.

*****

And if your bylaws do allow for special meetings, then let the games begin.

[Guest Linda J]

Kim ~ Our old bylaws do not stipulate how date and time is picked or who would preside. Two years ago we had a situation where the President started picking dates that would not work for the people petitioning and ran the meeting so that petitioners could not have their say as intended. I just thought that if we spelled it out in the new Bylaws, we could avoid any future issues. 

[Richard Brown]

Section 62 of RONR, starting on page 650, provides methods of temporarily removing the presiding officer from the chair for all or part of a session.  See pages 650 - 653.  This can be done in a special meeting just as in a regular meeting.

[Richard Brown]

Kim ~ Our old bylaws do not stipulate how date and time is picked or who would preside. Two years ago we had a situation where the President started picking dates that would not work for the people petitioning and ran the meeting so that petitioners could not have their say as intended. I just thought that if we spelled it out in the new Bylaws, we could avoid any future issues. 

Your bylaws don't say that the president shall preside at all meetings of the organization?  I bet they do.  But, even if they don't, RONR does.  Presiding at meetings is one of the duties of the president unless your bylaws specify otherwise.

 

Edited to add:  What DO your bylaws say about special meetings?  Do they say that the president shall set the date, time and place?  If not, it seems to me that the requisite number of members who are calling for the special meeting can specify those details in their request.

 

If this problem occurs often, it may well be a good idea to amend your bylaws to enable those who are calling for a special meeting to specify those details.  But, remember that such a provision can be a double edged sword:  A small minority of your opponents could call for a special meeting to do something they want and specify that the meeting shall be at a time when they know it will be hard for you and your friends to be  present. 

 

If you have a president who you don't trust and who plays games like that, perhaps you need a new president.

[Guest linda J]

Your bylaws don't say that the president shall preside at all meetings of the organization?  I bet they do.  But, even if they don't, RONR does.  Presiding at meetings is one of the duties of the president unless your bylaws specify otherwise.

Yes. Our Bylaws do specify that the President presides at all meetings, but it does say that the 1/3 can call a meeting. Just trying to figure out if "call" means can set day and time. In meantime, I will look at protocol for temporarily removing president if necessary on p. 650. Thank you!

[Kim Goldsworthy]

Kim ~ Our old bylaws do not stipulate how date and time is picked or who would preside. Two years ago we had a situation where the President started picking dates that would not work for the people petitioning and ran the meeting so that petitioners could not have their say as intended. 

Suggestion:

Since it is the board members who are doing all the "signing of petitions" (one third of them, anyway),

then the ideal work-around is for the board to meet in a regular meeting, and to adopt a resolution,

"That a special meeting of the board (or whatever body is allowed to hold special meetings) be held on D-Day and H-HOUR, at LOCATION X, and be presided over by Mr. Good."

 

If your rules require a petition, then the petition should be signed and presented in the regular board meeting at the time you adopt the above resolution, so that 100% of the criteria necessary to hold special meetings is satisfied, all in one lump.

 

No president can override a resolution of a board.

[Gary Novosielski]

It seems to me that everyone [excepting the last few who replied while I was writing this] has missed the point.  Yes, special meetings are only allowed if the bylaws allow them, but Kim is asking for some suggestions for improving the bylaws--while working on a revision, presumably to be moved at some future date.

 

I've seen many variations, from those that say that upon the request of n members, the president shall call a meeting, to the other extreme, where n members can draft the entire meeting call, and, with the appropriate n signatures, forward it directly to the secretary for distribution.

[Edgar Guest]

It seems to me that everyone [excepting the last few who replied while I was writing this] has missed the point.

 

Everyone?

 

. . . Kim is asking for some suggestions for improving the bylaws--while working on a revision, presumably to be moved at some future date.

 

Actually, Linda is the one asking for suggestions.

[Richard Brown]

Suggestion:

Since it is the board members who are doing all the "signing of petitions" (one third of them, anyway),

then the ideal work-around is for the board to meet in a regular meeting, and to adopt a resolution,

"That a special meeting of the board (or whatever body is allowed to hold special meetings) be held on D-Day and H-HOUR, at LOCATION X, and be presided over by Mr. Good."

 

I like your suggestion, but can the board, by a majority vote, designate that someone other than the president preside at a meeting?  The provisions on pages 651 - 652 seem to indicate that it would require a suspension of the rules and would take a two thirds vote. 

[Guest linda J]

Yes. Our Bylaws do specify that the President presides at all meetings, but it does say that the 1/3 can call a meeting. Just trying to figure out if "call" means can set day and time. In meantime, I will look at protocol for temporarily removing president if necessary on p. 650. Thank you!

 

It seems to me that everyone [excepting the last few who replied while I was writing this] has missed the point.  Yes, special meetings are only allowed if the bylaws allow them, but Kim is asking for some suggestions for improving the bylaws--while working on a revision, presumably to be moved at some future date.

 

I've seen many variations, from those that say that upon the request of n members, the president shall call a meeting, to the other extreme, where n members can draft the entire meeting call, and, with the appropriate n signatures, forward it directly to the secretary for distribution.

Yes. Just trying to improve. Our current president is doing a good job. Also, trying to figure out if calling a meeting(bylaws say 1/3 can call meeting) means setting time and date.

[Richard Brown]

Yes. Just trying to improve. Our current president is doing a good job. Also, trying to figure out if calling a meeting(bylaws say 1/3 can call meeting) means setting time and date.

I don't think that question is specifically addressed in RONR, but I have always been of the opinion that those who are calling for a special meeting may specify those details in their request/demand/call for a special meeting unless the bylaws specify that only the president can set the date, time and place.

[Edgar Guest]

 . . . I have always been of the opinion that those who are calling for a special meeting may specify those details in their request/demand/call for a special meeting unless the bylaws specify that only the president can set the date, time and place.

 

This question rears its ugly head from time to time and I don't know that we've ever reached a consensus. If it's left up to the president (which seems reasonable), he could schedule a very inconvenient time and/or place. On the other hand, if it's up to the petitioners, they'd presumably want to select the time and place which would result in the greatest attendance.

[Kim Goldsworthy]

Also, trying to figure out if calling a meeting (bylaws say 1/3 can call meeting) means setting time and date.

Oh!

If that is your concern, then maybe you should get confirmation:

Nothing in Robert's Rules of Order authorizes a single person, like a president, or a secretary, to fix the day and hour of a special meeting.

You are allowing a single party to decide the day/hour.

 

Maybe that is the little nugget you are looking for.

[Timothy]

I don't think that question is specifically addressed in RONR, but I have always been of the opinion that those who are calling for a special meeting may specify those details in their request/demand/call for a special meeting unless the bylaws specify that only the president can set the date, time and place.

 

I think that is a reasonable assumption. On page 499, where it talks about calling a committee meeting it states, "It is the responsibility of the person or persons calling a committee meeting to ensure that reasonable notice of its time and place is sent to every committee member." I think that implies that those people are also deciding on the time and place before they send the notice.

[Richard Brown]

I think that is a reasonable assumption. On page 499, where it talks about calling a committee meeting it states, "It is the responsibility of the person or persons calling a committee meeting to ensure that reasonable notice of its time and place is sent to every committee member." I think that implies that those people are also deciding on the time and place before they send the notice.

 

Good point.  Thanks, Timothy.  I had not considered the analogy to calling committee meetings.

 

It seems to me that to allow the president to set the date, time and place when the meeting is likely being called by others because the president has refused to call one, gives the president too much authority to set the meeting at an inconvenient time and place.

[Gary Novosielski]

As I understand it, the "call" of a meeting is a notice describing the time and place (and in the case of a special meeting, the business to be discussed).   The power to call a meeting would seem to include the power to determine the time and place.

[George Mervosh]

I am currently working on a revision of our Bylaws. If a special meeting is called by petition of 1/3 of the Board who generally stipulates time and place of meeting, and who gets to run meeting. President obviously runs all other meetings.  Thanks!

 

See this  http://robertsrules.forumflash.com/index.php?/topic/14394-special-general-meeting/?p=70390