Emergency Meeting/vote

[Guest Emg]

Our club is in an odd position; the vote for dissolution failed, but the motion to accept nominations from the floor for a new board of directors also failed.  The entire board of directors is exiting at the end of the month.  Can the remaining membership call an emergency meeting on the first of the following month and vote in a new board? Thank you.

[Chris Harrison]

Do your bylaws specifically permit the calling of a Special (Emergency) Meeting? 

Also, can you give us the EXACT language (from the bylaws) regarding the term of office for Board members?  Depending on the wording the Board might stay in office until their replacements are elected.

[Guest Emg]

Yes, bylaws specifically allow special meetings, and board positions are annual.   " Term of office of each director shall be one (1) year. The Term of each director shall begin on July 1st and end on June 30th of the following year."

[Richard Brown]

14 minutes ago, Guest Emg said:

Yes, bylaws specifically allow special meetings, and board positions are annual.   " Term of office of each director shall be one (1) year. The Term of each director shall begin on July 1st and end on June 30th of the following year."

Is there anything anywhere in your bylaws anywhere to the effect that officers shall "serve until their successors are elected"?

[Guest Emg]

14 minutes ago, Richard Brown said:

Is there anything anywhere in your bylaws anywhere to the effect that officers shall "serve until their successors are elected"?

No,  there is not.

[Josh Martin]

51 minutes ago, Guest Emg said:

Yes, bylaws specifically allow special meetings,

Your bylaws should also specify how such meetings are called.

[Guest Emg]

4 minutes ago, Josh Martin said:

Your bylaws should also specify how such meetings are called.

Bylaws state that the Secretary call the meetings.  But if we don't have a secretary, an membership unanimously agrees, in the absence of a seated board, how do we proceed? 
Essentially we are in a situation where the board decided they want to dissolve the club, but membership disagrees and the vote to disband the club failed.  The board however still blocked the motions to accept nominations for a new board. The existing board's term ends on the 30th of June, an there si noting to stipulate that the board remains in place until they are replaced.  So there is a club, but no clear path in our bylaws as to how to proceed from here.  Our contract with our ""parent organization" specifically states that clubs use Robert's Rules for procedural guidelines.  I hope that helps clarify.  Thank you all.

[Josh Martin]

3 minutes ago, Guest Emg said:

Bylaws state that the Secretary call the meetings.  But if we don't have a secretary, an membership unanimously agrees, in the absence of a seated board, how do we proceed? 

Do you not have a Secretary? This is the first we’ve heard of this. You had previously stated that “The entire board of directors is exiting at the end of the month.“ It’s not the end of the month yet. In any event, if the bylaws say that the Secretary calls special meetings, then only the Secretary may call special meetings.

Has the next regular meeting of the society been scheduled? If not, how are those scheduled?

[Richard Brown]

2 hours ago, Guest Emg said:

Our club is in an odd position; the vote for dissolution failed, but the motion to accept nominations from the floor for a new board of directors also failed.  The entire board of directors is exiting at the end of the month.  Can the remaining membership call an emergency meeting on the first of the following month and vote in a new board? Thank you.

Guest Emg, if your organization is incorporated, you might check (or have an attorney check) your state's non-profit corporation laws for provisions applicable to your situation.  They sometimes have provisions regarding calling special meetings, inability to obtain a quorum, vacancies, officers holding over until their successors are elected, etc.

[Guest Emg]

4 minutes ago, Josh Martin said:

Do you not have a Secretary? This is the first we’ve heard of this. You had previously stated that “The entire board of directors is exiting at the end of the month.“ It’s not the end of the month yet. In any event, if the bylaws say that the Secretary calls special meetings, then only the Secretary may call special meetings.

Has the next regular meeting of the society been scheduled? If not, how are those scheduled?

The board refuses to call a meeting, bylaws state that meetings must be called at the request of 5 senior members...in total we have 8 senior members, 4 in favor, 4 against.  The current board does not hold regular general assembly meetings, except the annual meeting which just past.
Our bylaws do not address what to do if the club is voted to continue, but existing board refuses to allow elections.  It should be noted that our "parent organization" fully supports the continuation of the club.

[Guest Who's Coming to Dinner]

The first thing you must do is to disabuse yourself of the idea that your board controls elections. In fact, unless your rules provide otherwise, the board has no special role at the annual general meeting. It is a meeting of the general members and THEY control their own meeting. The same is true of any special meeting of the general membership. Do not be bullied by your board. Learn how to raise points of order, how to appeal adverse rulings, and how to remove malfeasant chairpersons.

[Guest Emg]

1 hour ago, Guest Who's Coming to Dinner said:

The first thing you must do is to disabuse yourself of the idea that your board controls elections. In fact, unless your rules provide otherwise, the board has no special role at the annual general meeting. It is a meeting of the general members and THEY control their own meeting. The same is true of any special meeting of the general membership. Do not be bullied by your board. Learn how to raise points of order, how to appeal adverse rulings, and how to remove malfeasant chairpersons.

I completely agree, however, the intentions of the board did not become apparent until recently.  Now, with this board expiring, the general membership is trying to determine a legitimate course of action.  How does general membership with no board move forward.  Our idea, one that our "parent organization" approves of, is that the first day of the new membership year, the general membership call a special meeting to elect a new board.  In the absence of a board, would this be recognized as legitimate, or considered fraudulent?

[Guest Zev]

How many members does this club actually have? Besides, why don't the recalcitrant four just resign and leave the others alone? What is their problem?

[Josh Martin]

3 hours ago, Guest Emg said:

The board refuses to call a meeting, bylaws state that meetings must be called at the request of 5 senior members...in total we have 8 senior members, 4 in favor, 4 against.  The current board does not hold regular general assembly meetings, except the annual meeting which just past.
Our bylaws do not address what to do if the club is voted to continue, but existing board refuses to allow elections.  It should be noted that our "parent organization" fully supports the continuation of the club.

A few ideas:

• Get a lawyer.
• Get officers from the parent organization to put pressure on the current officers.
• Tell the officers that you have changed your mind and, in fact, you are willing to dissolve. Perhaps they will call a meeting for that purpose. Proceed to vote to dissolve. Then form a new organization with remarkably similar bylaws to the last one, but don’t invite the former officers to the organizational meeting.

Another solution which occurs to me is that since the parent organization’s bylaws take precedence, they could amend their own bylaws. Perhaps they could amend their bylaws to state that “In addition to the methods provided in the chapter’s bylaws, a special meeting of the chapter may be called by X members of the chapter, and any member of the chapter may send such notice.”

12 minutes ago, Guest Emg said:

I completely agree, however, the intentions of the board did not become apparent until recently.  Now, with this board expiring, the general membership is trying to determine a legitimate course of action.  How does general membership with no board move forward.  Our idea, one that our "parent organization" approves of, is that the first day of the new membership year, the general membership call a special meeting to elect a new board.  In the absence of a board, would this be recognized as legitimate, or considered fraudulent?

Special meetings may only be called through the procedures in your bylaws. As I understand the facts, the bylaws provide that special meetings may only be called by the Secretary. So no, I don’t think this would work - at least, not currently (but see above for an idea).

11 minutes ago, Guest Zev said:

Besides, why don't the recalcitrant four just resign and leave the others alone? What is their problem?

Well, if they are willing to do so, they should make sure to call a special meeting first. The entire problem is that the organization will soon not have a Secretary, and that only the Secretary can call meetings. Accelerating the process of having no Secretary wouldn’t help.

[Guest LurkerJ]

Many times, the parent organization has in its constitution powers to accomplish things superior to the local organization.   Trusteeship comes to mind, particularly if used to ensure the local organization maintains itself and its democratic existence.

 

 

[Guest Emg]

32 minutes ago, Guest Zev said:

How many members does this club actually have? Besides, why don't the recalcitrant four just resign and leave the others alone? What is their problem?

You have just asked the million dollar question.  No one knows why they can't just resign and move on, according to our parent organization they very well could and we wouldn't be here now.  Alas, for whatever reason, possibly pure spite, we now have a club with no leadership and no clear cut path has to how to legitimately put leadership in place.  

[Guest Emg]

4 minutes ago, Guest LurkerJ said:

Many times, the parent organization has in its constitution powers to accomplish things superior to the local organization.   Trusteeship comes to mind, particularly if used to ensure the local organization maintains itself and its democratic existence.

 

 

Thank you, I will look at that.  

[Guest Who's Coming to Dinner]

29 minutes ago, Josh Martin said:

As I understand the facts, the bylaws provide that special meetings may only be called by the Secretary. So no, I don’t think this would work - at least, not currently (but see above for an idea).

If the meeting were to be called by someone other than the secretary, but complied with all other requirements of previous notice, would a continuing breach arise?

[Guest Emg]

54 minutes ago, Guest Zev said:

How many members does this club actually have? Besides, why don't the recalcitrant four just resign and leave the others alone? What is their problem?

We are a tiny little sport affiliated club in a small town.  Up until June 30 there are 19 members total with 8 voting members.  There has been tension for a while and I have been told point blank that "if you can get rid of the [bleep-bleep] in charge, there are a number of people that he has run off that would like to come back."  I've verified this.  Further, our current coaches have not been encouraging their students to join the club due to the bleep-bleep in charge.  Both coaches have stated publicly that if the leadership of the club were different they would be more willing to encourage their students & parents to join.

[Josh Martin]

50 minutes ago, Guest LurkerJ said:

Many times, the parent organization has in its constitution powers to accomplish things superior to the local organization.   Trusteeship comes to mind, particularly if used to ensure the local organization maintains itself and its democratic existence.

Perhaps, but it will be necessary to review the parent organization’s bylaws to determine if it does, in fact, have such powers in this particular case.

46 minutes ago, Guest Emg said:

You have just asked the million dollar question.  No one knows why they can't just resign and move on, according to our parent organization they very well could and we wouldn't be here now.  Alas, for whatever reason, possibly pure spite, we now have a club with no leadership and no clear cut path has to how to legitimately put leadership in place.  

You keep saying this, but in previous posts you stated that the terms of the current officers do not, in fact, expire until the end of this month. Which is it?

It makes a difference. If they are still in office, they could perhaps be prevailed upon (through, for instance, legal threats or political pressure) to call a meeting. If they are no longer in office , however, they couldn’t call a meeting even if they wanted to.

33 minutes ago, Guest Who's Coming to Dinner said:

If the meeting were to be called by someone other than the secretary, but complied with all other requirements of previous notice, would a continuing breach arise?

Well, I do not know exactly what the organization’s bylaws say on this subject, but RONR provides that business may only be conducted at a regular or properly called meeting. So if, under the organization’s rules, a meeting can only be properly called by the Secretary, conducting business at a meeting called by someone else would indeed be a continuing breach.

Edited June 18, 2018 at 11:38 PM by Josh Martin

[Guest Emg]

4 hours ago, Josh Martin said:

Perhaps, but it will be necessary to review the parent organization’s bylaws to determine if it does, in fact, have such powers in this particular case.

You keep saying this, but in previous posts you stated that the terms of the current officers do not, in fact, expire until the end of this month. Which is it?

It makes a difference. If they are still in office, they could perhaps be prevailed upon (through, for instance, legal threats or political pressure) to call a meeting. If they are no longer in office , however, they couldn’t call a meeting even if they wanted to.

Well, I do not know exactly what the organization’s bylaws say on this subject, but RONR provides that business may only be conducted at a regular or properly called meeting. So if, under the organization’s rules, a meeting can only be properly called by the Secretary, conducting business at a meeting called by someone else would indeed be a continuing breach.

I apologize for the confusion.  Let me try to be more clear---  Board positions expire on June 30 there are no contingencies to that.  The entity referred to as "the club" will still exist after that date.  Current board has already resorted to breaking bylaws so there is little hope of pressing them into a meeting.  Bylaws clearly state that 5 members are required to "force" a meeting, we have 8 voting members and the *voting* membership is evenly split, but the general membership (including children and adults who have not been members long enough to have voting rights) is solidly in favor of moving forward.  However, for an unknown reason the exiting board is bent on "killing" the club despite losing a vote for dissolution and support for continuance from both a majority of general membership and our "parent organization".  So far as I can tell we are deep in to uncharted waters here.  It stands to reason that if there is a sanctioned club (as there was not a vote favoring dissolution) that there should be a way for said club to continue electing board members and accepting new members when the term of the exiting board has expired.  There is little, if any funding for legal council so we were hoping to find answers in this forum before we seek legal action. 
I realize that this seems about as clear as mud,  but hopefully that gives insight to our predicament.  Thank you.

[Guest Emg]

If the board, as a whole, violated the bylaws, is that grounds for declaring any actions taken by the board after that point null?

[Gary Novosielski]

6 hours ago, Guest Emg said:

If the board, as a whole, violated the bylaws, is that grounds for declaring any actions taken by the board after that point null?

After that point?  No,.

But any specific actions taken in violation of the bylaws can be.

[Joshua Katz]

Oh, c'mon everyone. The bylaws allow for meetings at the call of 5 members. If they have 5 members who want a meeting, I don't think the fact that the bylaws call for the Secretary to issue the call itself is sufficient to prevent holding any meetings until the officer terms expire, at which point there are no officers and no one to call a meeting. We're about about 19 people who like playing a sport. There's no reason they should be forced to stop playing their sport because the Secretary didn't send a letter about something everyone knew about (that can be arranged, I'm sure, there's only 19 of them). I would suggest they just hold the meeting anyway. They have no money - is someone really going to sue over this? 

If, on the other hand, there aren't 5 people who want to meeting, I suppose there's not enough enthusiasm to play much anyway, so the whole thing becomes a non-issue.

[Richard Brown]

37 minutes ago, Joshua Katz said:

Oh, c'mon everyone. The bylaws allow for meetings at the call of 5 members. If they have 5 members who want a meeting, I don't think the fact that the bylaws call for the Secretary to issue the call itself is sufficient to prevent holding any meetings until the officer terms expire, at which point there are no officers and no one to call a meeting. We're about about 19 people who like playing a sport. There's no reason they should be forced to stop playing their sport because the Secretary didn't send a letter about something everyone knew about (that can be arranged, I'm sure, there's only 19 of them). I would suggest they just hold the meeting anyway. They have no money - is someone really going to sue over this? 

I agree with you completely on this, but several months ago, maybe even a year or more ago, I was chastised by a member of the authorship team for taking essentially the same position about sending out the notice of a meeting.  I forget the details, but in that case, or maybe it was a hypothetical, the bylaws said the secretary shall send notices of special meetings.  For some reason, the secretary was unable or unwilling to send the notice.  My position was to simply have someone else send the notice....that although the secretary SHOULD send the notice, it is ok if someone else sends it if the secretary can't or won't send it... or even if there is no secretary due to a death or resignation.

As I recall, I was told by a member of the authorship team that if the bylaws say the secretary shall send notices, then nobody else can do it.   I just don't buy into that unless, perhaps, the bylaws specifically say "a notice of a special meeting sent by someone other than the secretary shall be null and void and of no effect".