Emergency board meeting

[Golfer]

We have a situation where a manager of a clubhouse has gone out of control.   Our Bylaws state that a special meeting may be called by the president and mail notices 15 days prior to the meeting.  We have confirmed mismanagement of funds and need to close down the clubhouse ASAP and need to have what I would consider an emergency board meeting to get this done.  Would this be outside the directive in the Bylaws?

Thanks

golfer

[Joshua Katz]

No, if it is called by the President and notices are mailed 15 days prior, but I'm guessing you have something else in mind.  If so, then yes, it would be outside the directive in the Bylaws.  Are you sure there are no means of giving instructions to your staff other than having a board meeting?  

[Shmuel Gerber]

3 hours ago, Golfer said:

Our Bylaws state that a special meeting may be called by the president and mail notices 15 days prior to the meeting.

It takes 15 days' notice just to have a special meeting of the board?

[Golfer]

Yes under our bylaws under membership meetings it states special meetings require 15 days notice prior to meeting but one board member found another exception under board meetings and it states the president can call a meeting and notify membership at least 5 days prior to meeting.  

[Dan Honemann]

1 minute ago, Golfer said:

Yes under our bylaws under membership meetings it states special meetings require 15 days notice prior to meeting but one board member found another exception under board meetings and it states the president can call a meeting and notify membership at least 5 days prior to meeting.  

That 15 days notice requirement obviously relates to special meetings of the membership, and has nothing at all to do with meetings of the board.

[Josh Martin]

19 hours ago, Golfer said:

We have a situation where a manager of a clubhouse has gone out of control.   Our Bylaws state that a special meeting may be called by the president and mail notices 15 days prior to the meeting.  We have confirmed mismanagement of funds and need to close down the clubhouse ASAP and need to have what I would consider an emergency board meeting to get this done.  Would this be outside the directive in the Bylaws?

 

2 hours ago, Golfer said:

Yes under our bylaws under membership meetings it states special meetings require 15 days notice prior to meeting but one board member found another exception under board meetings and it states the president can call a meeting and notify membership at least 5 days prior to meeting.  

Based on these facts, it appears that your bylaws require 15 days of notice to call a special meeting of the membership, but the President may call a special meeting of the board with only five days of notice. So if this can wait five days (and if the President can send notice today), you can be fully in compliance with your bylaws.

If even five days is too long to wait, the situation seems urgent enough that another strategy may be worth considering. The officers of the society could, without authorization and at their own personal risk, take the necessary action and hope that the board will ratify that action at is next regular meeting or at a special meeting called for the purpose. I must stress that if the action is not ratified, those who took the action are held personally responsible, which can have severe consequences. As a result, it would not be prudent for the officers to take this course of action unless there is no other option and they are quite certain that the board will ratify the action.