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Emergency Board Meeting


Guest Simon Westclox
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Guest Simon Westclox

Good evening,

 

I am the Chair of a large non-for-profit organization with approximately 15,000 members. The Board of Directors consists of approximately 24 and the Executive (Also members of the BoD) consists of 4.

 

Recently, there was a motion from the Executive to remove a member of the management team from the organization. Not getting into specifics, this would lead to a significant financial burden for the organization and therefore the legal team has recommended that the motion is unable to be passed by the Executive committee (restriction on amount of money able to be passed by this committee without Board approval) and should be forwarded to the Board of Directors.

 

My question is this: What is the process to properly call an Emergency meeting so that my process is not deemed out of order? Article VI Section III on page 586 of Robert's Rules Newly Revised 11th Edition outlines the procedure to call an Emergency meeting of the Executive, but does this same procedure apply to organizations with both an Executive Committee and a Board of Directors?

 

The current Board's term is complete as of May 1, so if someone could speak to the timing required for such a meeting that would be great.

 

I appreciate any assistance that you can offer.

 

Simon

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My question is this: What is the process to properly call an Emergency meeting so that my process is not deemed out of order? Article VI Section III on page 586 of Robert's Rules Newly Revised 11th Edition outlines the procedure to call an Emergency meeting of the Executive, but does this same procedure apply to organizations with both an Executive Committee and a Board of Directors?

 

The current Board's term is complete as of May 1, so if someone could speak to the timing required for such a meeting that would be great.

 

The procedure for calling a special meeting is what is defined in your bylaws. If your bylaws are silent on the subject, then a special meeting cannot be called. RONR does not contain its own procedure for calling special board meetings. What is said on pg. 586 is part of a set of sample bylaws, and is not applicable to your organization.

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Guest Simon Westclox

Thank you for your prompt reply.

 

I saw that, but wasn't entirely sure if the Special Meeting referred to a meeting of the entire 15,000 members or the 24 member Board of Directors. Would the same rules apply for both? 

 

Thanks again,

 

Simon

 

 

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I saw that, but wasn't entirely sure if the Special Meeting referred to a meeting of the entire 15,000 members or the 24 member Board of Directors. Would the same rules apply for both?

Yes, the same rules apply for calling special meetings regardless of whether it's the general membership, the board, or the executive committee.... unless your bylaws contain different provisions for some of the above.  You can't have them unless the bylaws authorize them and if the bylaws do authorize them, you must follow the bylaw provisions for calling them.

 

btw, RONR makes no reference to "emergency meetings".  It refers only to  "special meetings".  I would think that an emergency meeting qualifies as a "special meeting".  It is a special meeting, just one called to deal with an emergency.

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Good evening,

 

I am the Chair of a large non-for-profit organization with approximately 15,000 members. The Board of Directors consists of approximately 24 and the Executive (Also members of the BoD) consists of 4.

 

Recently, there was a motion from the Executive to remove a member of the management team from the organization. Not getting into specifics, this would lead to a significant financial burden for the organization and therefore the legal team has recommended that the motion is unable to be passed by the Executive committee (restriction on amount of money able to be passed by this committee without Board approval) and should be forwarded to the Board of Directors.

 

My question is this: What is the process to properly call an Emergency meeting so that my process is not deemed out of order? Article VI Section III on page 586 of Robert's Rules Newly Revised 11th Edition outlines the procedure to call an Emergency meeting of the Executive, but does this same procedure apply to organizations with both an Executive Committee and a Board of Directors?

 

The current Board's term is complete as of May 1, so if someone could speak to the timing required for such a meeting that would be great.

 

I appreciate any assistance that you can offer.

 

Simon

 

Thank you for your prompt reply.

 

I saw that, but wasn't entirely sure if the Special Meeting referred to a meeting of the entire 15,000 members or the 24 member Board of Directors. Would the same rules apply for both? 

 

Thanks again,

 

Simon

 

Since those are sample bylaws, they don't apply to any organization at all.  The only thing that matters is what your bylaws say about special meetings, and the only way to tell what rules apply to which meetings is to carefully read your bylaws.

 

If they contain no rule on the calling of special meetings, then special meeting may not be called.

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I doubt that the Executive (Committee) has the authority to remove a member of the management team.  This is probably the responsibility of the Executive Board, or possible the Society as a whole, depending on how your bylaws or rules are worded.  If by "management" you mean "paid staff," this again is most likely the responsibility of the Executive Board, particularly if it is or was the appointing authority.

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