Special Election

[Tom O.]

Our Club bylaws require that two meetings a year be held. A meeting in April and September. The September meeting is the according to our bylaws, is the official business meeting where we have election of Board of Directors and votes on other issues by membership. No votes are held at the spring meeting. The Board of Directors has monthly meetings where the business of the Club is discussed and rules  and regulations are made and voted on by the board of directors. At a recent board meeting a rule was made that our membership was not pleased and wish to hold a vote and change. Members have petitioned (signed by a quorum of members) the board to allow the membership to vote on the rule to revoke it as a majority of our board does not want to change the rule and listen to our members. Do we have to wait till the official business meeting in the Fall to hold the vote on the issue or can a special vote be called and held at our spring non business meeting?  Can this vote be called by the President of our club without a vote by the board of directors to allow this special vote?

[Hieu H. Huynh]

The answers to these questions would have to be found in your bylaws. Do your rules prohibit voting at the spring meeting? What powers do your bylaws give the president?

[Tom O.]

Just now, Hieu H. Huynh said:

The answers to these questions would have to be found in your bylaws. Do your rules prohibit voting at the spring meeting? What powers do your bylaws give the president?

1.There is no rule as to voting at the spring meeting.

2. From our bylaws describing the Presidents duties "The president shall preside at all meetings of the club and the Board of Directors and enforce all laws and regulations of the club. He shall perform such other duties as shall be imposed upon him by resolution of the Board of directors. The President shall with another officer sign all contracts and written obligations of the club".

[Joshua Katz]

I'm not sure what a non-business meeting is, exactly.  In RONR, a meeting is where you conduct business.  How is the spring meeting described in your bylaws?

It is unlikely that the board will have any role to play in deciding about a motion being made at a membership meeting, unless you have rules inserting the board into that.

[Hieu H. Huynh]

11 minutes ago, Tom O. said:

1.There is no rule as to voting at the spring meeting.

Then what is meant by this?

29 minutes ago, Tom O. said:

No votes are held at the spring meeting.

 

[Dan Honemann]

28 minutes ago, Hieu H. Huynh said:

The answers to these questions would have to be found in your bylaws. Do your rules prohibit voting at the spring meeting? What powers do your bylaws give the president?

And perhaps of even greater significance, what powers do the bylaws vest in the board?

Based solely upon what has been posted, it appears that this club may have adopted bylaws which vest the power to adopt rules and regulations exclusively in the board.

[Tom O.]

The meeting description in the by laws are as follows:

"The annual membership meeting of the club shall be held in the spring and fall of each year at a time and place designated by the Board of Directors, fall meeting will be the Annual Business Meeting".

Board of Directors Specific Powers:

"To make, alter, and amend the rules of the club for the Board's own government, and fix and enforce penalties for violations of such rules"

"To make rules for the conduct of the member for any conduct of the members of the club and for their use of clubs property"

[Joshua Katz]

Well, I suppose one could interpret that statement as meaning that no business can be conducted at the spring meeting, but I personally wouldn't interpret it that way.  Many organizations have several business meetings, one of which is called the Annual Business Meeting.  Usually it means that some specific business is conducted at that meeting, such as elections, budgets, etc.  However, it is up to your organization to interpret your bylaws.  I can't imagine why you'd hold a "meeting" at which business is not conducted.  

Now, unless you have some special provisions, the petition signed by a quorum of members is meaningless.  Quorum is the number who must be present to transact business at a properly-called meeting; there's otherwise nothing magical about a gathering of that many people.  (Although it is beloved by people who don't understand parliamentary procedure to gather together a quorum and claim they can conduct business.)  The petition itself is likewise meaningless - either the board has the exclusive power to set the rules, or it does not.  The board does not permit the members to vote on things at its pleasure (unless you have rules saying it does).  It's then a question of interpretation as to whether the rules you have stated give the board the exclusive power to make rules, or the membership can also do so.  I note in passing that it doesn't say anything about this power being exclusive.