Entering a motion to remove president

[J. J.]

33 minutes ago, Richard Brown said:

 

First, The rule is explicit that a special meeting may be called by the president.  It says so:  "Special meetings may be called by the president."  That is as clear as can be.   But nowhere does it say that special meetings can be called by other board members nor that one must be called if requested by other board members.  I think that in order for "other board members" to be able to call a special meeting, the bylaw provision would have to be more explicit, especially since it does say that special meetings may be called by the president.

Second, the rule is ambiguous in that it does not specify how many "other board members" must join in a request for a special board meeting.  It says simply that a special meeting may be "requested by other board members".  How many members?  Can one member request...or demand... a special board meeting?  Two members?  A majority of the board?  Only by all members of the board joining in with the request?

 

Under the first one, there is a dual ability to call a special meeting.  The president can, all by himself, call a special meeting.  There is no reason for the people on the other side of the "and/or" to be granted that authority, unless it was to grant "other board members" independent authority to call a special meeting.  The "or" is the key part, even when added to the "and."  In this context special meetings by the president or by "other board members."   The could get together and call the meeting, but the power to call resides in both those "other board members" and the president.

RONR is replete with examples of what to do when the presiding officer fails to do some duty connected to a meeting (pp. 651-2).  Likewise, even if a president is in attendance, but refuses to call a meeting to order, some other member can do so (p. 453, ll.3-7).  The president is not granted a veto over the holding of meetings in RONR.  If the presiding officer does infringe upon the rights of these "other board members," they may use take similar action.

Om the second point, defining the "other board members," in full, leads to ambiguity as to who these people are.  It can be said that there are at least two and they are board members; beyond that, there is ambiguity.  What is not ambiguous is that these  "other board members" have the ability to call a special meeting.  It will be up to the society to interpret the bylaws as to who these folks are.  They can, however, do that, with relatively little effort.  

[Guest w_w]

Hello,  Thanks for all the advise!

 

I just want to make sure I am correct.

 

If the President happened to call a "Special Meeting" for other reasons, at that meeting could I could raise the motion to have the president removed from office.  The president does not get a vote in the matter, but the Board present at that meeting must agree by 2/3 vote.  No notice is required of the motion per our bylaws.

 

Otherwise, the motion can be raised at a regularly held meeting, again no prior notice is needed.

 

 

[Josh Martin]

39 minutes ago, Guest w_w said:

If the President happened to call a "Special Meeting" for other reasons, at that meeting could I could raise the motion to have the president removed from office.  The president does not get a vote in the matter, but the Board present at that meeting must agree by 2/3 vote.  No notice is required of the motion per our bylaws.

No, this is not correct.

A special meeting may only include the business included in the call. If other board members have the ability to call special meetings (which is apparently ambiguous) then they may ask the Secretary to include certain items in the call. If the motion to remove the President from office is not included in the call, however, it may not be voted on at the special meeting. Additionally, you say that your bylaws require only a majority vote to remove the President, so that is what is required.

This is further complicated by the fact that it is not clear whether other board members may call special meetings themselves or whether the President is expected to call such meetings on the request of other board members, and by the fact that your bylaws do not specify how much notice is required for special meetings. As a result, there may be substantial ambiguity regarding whether the meeting is valid, which does not seem desirable considering the subject matter of the business to be conducted.

Additionally, the President does have a right to vote. He should not vote as he has a personal interest not in common with other members, but he cannot be compelled to abstain.

45 minutes ago, Guest w_w said:

Otherwise, the motion can be raised at a regularly held meeting, again no prior notice is needed.

Correct.

[Guest w_w]

Thanks.  Sorry, I am trying to understand all these rules which are complicated.

 

If the bylaws only state :  "Special meetings of the Executive Board may be called by the President and/or requested by other board members", and there is no mention of the call for a meeting being sent out, can any business be conducted at a "Special Meeting"?  Or is it required that a call be sent out, even if it is 5 minutes before the meeting?  The reason I ask is that the president sent out an email for a special meeting only stating that they wanted to discuss question/concerns?  I am just trying to make sure nobody is blindsided by anything at a special meeting and that we are correct in delaying any matters until the regular meeting immediately following.

 

 

[Atul Kapur]

Well, if that is all that your bylaws state about special meetings, then the provisions in RONR apply where the bylaws (or special rules of order) are silent. Therefore...

"Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." (p. 91, ll. 31-35)

- So the call has to be sent out "a reasonable number of days in advance" not 5 minutes. (BTW, if the bylaws give a specific notice requirement for board meetings - not just regular board meetings - then that requirement may also apply to special board meetings)

- "discuss questions/concerns" doesn't meet the requirement of "specifically describing the subject matter of the motions or items of business to be brought up".

Note that this requirement doesn't mean that you have to give notice of the specific motion that may be moved, just the purpose of the meeting (see RONR p.93, ll. 13-21). So, (moving to the hypothetical) if the call for the special meeting said it was about "discussing concerns about the actions and/or behaviours of the officers", that would be, in my opinion, specific enough to allow a motion to remove the president.

Edited May 22, 2018 at 08:01 PM by Atul Kapur, PRP "Student"
added the parenthetical detail about notice for board meetings

[George Mervosh]

I'm not a fan of using "discussing" in such a notice, unless all you want to do is discuss it,  but it's probably just me being a major nitpicker today.  

[Richard Brown]

18 minutes ago, Atul Kapur, PRP "Student" said:

So, (moving to the hypothetical) if the call for the special meeting said it was about "discussing concerns about the actions and/or behaviours of the officers", that would be, in my opinion, specific enough to allow a motion to remove the president.

I disagree.  In my opinion, that call is not specific enough to take up a motion to remove the president from office for two reasons:  First, it says the purpose of the meeting is for "discussing concerns. . .".  It says nothing about considering an actual motion to do something.  Lots of special meetings are held for informational purposes.... for formal presentations, question and answer sessions, discussions.... with no formal action taking place or even being contemplated.   I am much more likely to attend a special meeting if I know it is to consider taking some kind of actual and controversial action rather than just discussing something rather vague.

Second, I think the call would have to state that the purpose of the meeting is to consider a motion to remove the president from office.  The  actual language of the motion need not be provided, but I think anything short of considering a "motion to remove the president from office" falls short of "specifically describing the subject matter of the motions or items of business to be brought up".  The removal of the president and a motion to do so are the items of business and subject matter of the motions to be considered, not a general discussion about the conduct of the officers.

Perhaps this is a subject upon which reasonable minds can differ, but I think that the more prudent course of action is for the call of the meeting to state specifically that it is to consider a motion to remove the president from office.

Edited May 22, 2018 at 08:18 PM by Richard Brown
Typographical correction

[Richard Brown]

3 minutes ago, George Mervosh said:

I'm not a fan of using "discussing" in such a notice, unless all you want to do is discuss it,  but it's probably just me being a major nitpicker today.  

Well, we might be nitpickers, but it's definitely not just you!

[J. J.]

1 hour ago, Richard Brown said:

I disagree.  In my opinion, that call is not specific enough to take up a motion to remove the president from office for two reasons:  First, it says the purpose of the meeting is for "discussing concerns. . .".  It says nothing about considering an actual motion to do something.  Lots of special meetings are held for informational purposes.... for formal presentations, question and answer sessions, discussions.... with no formal action taking place or even being contemplated.   I am much more likely to attend a special meeting if I know it is to consider taking some kind of actual and controversial action rather than just discussing something rather vague.

Second, I think the call would have to state that the purpose of the meeting is to consider a motion to remove the president from office.  The  actual language of the motion need not be provided, but I think anything short of considering a "motion to remove the president from office" falls short of "specifically describing the subject matter of the motions or items of business to be brought up".  The removal of the president and a motion to do so are the items of business and subject matter of the motions to be considered, not a general discussion about the conduct of the officers.

Perhaps this is a subject upon which reasonable minds can differ, but I think that the more prudent course of action is for the call of the meeting to state specifically that it is to consider a motion to remove the president from office.

Well, put me on the nitpicker list.  A notice must worn the members of what will be happening.

I would consider "disciplinary action against the president," or "removing the president" to be sufficient, the latter permitting lesser penalties. 

[Josh Martin]

2 hours ago, Guest w_w said:

Thanks.  Sorry, I am trying to understand all these rules which are complicated.

 

If the bylaws only state :  "Special meetings of the Executive Board may be called by the President and/or requested by other board members", and there is no mention of the call for a meeting being sent out, can any business be conducted at a "Special Meeting"?  Or is it required that a call be sent out, even if it is 5 minutes before the meeting?  The reason I ask is that the president sent out an email for a special meeting only stating that they wanted to discuss question/concerns?  I am just trying to make sure nobody is blindsided by anything at a special meeting and that we are correct in delaying any matters until the regular meeting immediately following.

Obviously a call must be sent at some point, so that members know when and where the meeting is and what business is to be conducted. If the bylaws fail to specify how much notice is required, RONR provides that it must be sent a reasonable time in advance. What exactly this means will vary from assembly to assembly, although I personally cannot see how five minutes is reasonable. A call which merely specifies that the meeting is to “discuss questions/concerns” is not sufficiently specific to allow the transaction of any business.

1 hour ago, Richard Brown said:

I disagree.  In my opinion, that call is not specific enough to take up a motion to remove the president from office for two reasons:  First, it says the purpose of the meeting is for "discussing concerns. . .".  It says nothing about considering an actual motion to do something.  Lots of special meetings are held for informational purposes.... for formal presentations, question and answer sessions, discussions.... with no formal action taking place or even being contemplated.   I am much more likely to attend a special meeting if I know it is to consider taking some kind of actual and controversial action rather than just discussing something rather vague.

Second, I think the call would have to state that the purpose of the meeting is to consider a motion to remove the president from office.  The  actual language of the motion need not be provided, but I think anything short of considering a "motion to remove the president from office" falls short of "specifically describing the subject matter of the motions or items of business to be brought up".  The removal of the president and a motion to do so are the items of business and subject matter of the motions to be considered, not a general discussion about the conduct of the officers.

Perhaps this is a subject upon which reasonable minds can differ, but I think that the more prudent course of action is for the call of the meeting to state specifically that it is to consider a motion to remove the president from office.

I don’t think that merely including the word “discussing” is fatal to the call of a meeting, but I agree that “discussing concerns about the actions and/or behaviours of the officers” is still far too vague. I agree that if the intent is to make a motion to remove the President, then the call should include as much.

[Guest w_w]

One more thing I found.  The bylaws also state:

 

• Three members shall constitute a quorum for the transaction of business in any meeting of the Executive Board.

and 

• Three members shall constitute a quorum for the transaction of business in any meetings of the Club.  Two of which must be Officers of the Parents’ Club.

So I am a little nervous that business can try to be conducted at a special meeting, but since the meeting is a day away and no official call (other than a vague email) has been sent out yet, I don't think any business can actually take place until the regular meeting.

 

I want to say thank you all for the comments, you have helped me so much with understanding these rules.

To be clear, we do not plan on removing the president at this special meeting that they have called.  However, we are aware that the president must know that we do not want them as the person leading the club at this point.  We fear that this "special meting" may be a way for the president to try and blindside people with who knows what (maybe trying to remove certain officers) and we just want to be prepared with what the proper law and procedures are that should govern us.  We hope that this person steps down, and new elections can proceed, but this is the kind of person where you never know what they have planned next. So thank you for helping me to understand our bylaws better so that I know I am moving forward to the best of my abilities with proper procedures.. 

[Josh Martin]

8 hours ago, Guest w_w said:

So I am a little nervous that business can try to be conducted at a special meeting, but since the meeting is a day away and no official call (other than a vague email) has been sent out yet, I don't think any business can actually take place until the regular meeting.

Yes, I would agree (or until another special meeting is properly called).

Edited May 24, 2018 at 01:31 PM by Josh Martin

[Guest Zev]

16 hours ago, Guest w_w said:

• Three members shall constitute a quorum for the transaction of business in any meeting of the Executive Board. 

If I'm not mistaken I believe three is also the quorum requirements for the British House of Lords.

[J. J.]

1 hour ago, Guest Zev said:

If I'm not mistaken I believe three is also the quorum requirements for the British House of Lords.

You are not mistaken.

[Gary Novosielski]

Two's company, three's a quorum.

[Joshua Katz]

1 hour ago, Gary Novosielski said:

Two's company, three's a quorum.

It was my understanding that three's company, too.