Special Board Meeting Requirements

[Guest Guest Ann]

Our group is having a difference of opinion about our bylaws language.  Our Chair had not set a date for a required quarterly meeting and with several key issues having short deadlines, several members exercised the following section of the bylaws.

"Special meetings of the Board of Directors may be called by the President, or must be called by the President at the request of three (3) members of the Board. The Corresponding Secretary must cause notification of all Board members of the Special Board Meeting by email or mail, not less than ten (10) days prior to the date of the special meeting. The meeting notice must include the time, place, and agenda of the meeting. No business other than the stated agenda of the official meeting notice may be acted upon at a special meeting. A majority of the Board of Directors must be present electronically or physically to conduct business at such special meetings."

The letter to the Chair specified a date, time, and agenda and asked the Chair to determine a place.  The Chair did not respond to this request directly but instead sent word through the Vice Chair that a regular board meeting would occur six days later and for only one hour with an agenda to be sent later.

1) Does the Chair have the power to refuse to acknowledge the petition or to determine the time, place, and agenda?

The agenda items sent by the board members are items required in the bylaws that are not being carried out by the leadership.

2) Can the Chair prevent the group from meeting on the date set by the group?

3) If the Chair has the right to control the meeting and agenda, how does the rest of the board hold him/her accountable?

 

Thanks for your help.

[Richard Brown]

44 minutes ago, Guest Guest Ann said:

"Special meetings of the Board of Directors may be called by the President, or must be called by the President at the request of three (3) members of the Board.

 

44 minutes ago, Guest Guest Ann said:

The letter to the Chair specified a date, time, and agenda and asked the Chair to determine a place.  The Chair did not respond to this request directly but instead sent word through the Vice Chair that a regular board meeting would occur six days later and for only one hour with an agenda to be sent later.

 

44 minutes ago, Guest Guest Ann said:

1) Does the Chair have the power to refuse to acknowledge the petition or to determine the time, place, and agenda?

The chair should call the special meeting as requested by the other board members and as required by the bylaws.  To refuse to do so is a violation of his duties per the bylaws. There is no way you can force him to do his job, short of court action, but it can subject him to disciplinary action ranging from censure to removal from office or even expulsion. In his defense, he might be thinking that the regular meeting to occur in six days is sufficient.

There will likely be a difference of opinion among my colleagues as to whether the meeting can legitimately be called without the chair calling it.  Some may say that if the members who want the meeting provide all of the specifics to the secretary and request that the secretary send out the notice that the secretary should do so and that the meeting should be held.   Others will probably say that the secretary has no authority to do that without the chair having called the meeting and that any such meeting without the chair calling it will be not be a legitimate meeting.  Once you are past this episode, you might consider amending your bylaws to say that a meeting can actually be called by a specified number of other members.  We see too many examples of just your situation, where other members have the right to "request" a meeting, but it is still up to the chair to  call it.  The chair should have no part in calling meetings demanded by the other members.  They are likely calling it due to the chair's  inaction  on something in the first place. 

If your bylaws don't give the other members calling the meeting the right to set the date, time and place, then it is probably within the chair's discretion to do it.

44 minutes ago, Guest Guest Ann said:

2) Can the Chair prevent the group from meeting on the date set by the group?

The chair can refuse to call the meeting, in which case the meeting is quite likely improper. It will ultimately be up to your society itself to determine whether the meeting was properly called.  That is done by a member raising a point of order the the meeting is improper.  The chair rules on the point of order, but his ruling may then be appealed to the assembly.  It requires a majority vote to overturn the ruling of the chair.  The decision of the members is final, unless someone takes the matter to court.  Since this is a board meeting, it would be the board members making the decision.  However, depending on your bylaws, the matter could ultimately wind up before the general membership which usually has the right to overrule decisions of the board.

44 minutes ago, Guest Guest Ann said:

3) If the Chair has the right to control the meeting and agenda, how does the rest of the board hold him/her accountable?

Pursuant to RONR, the chair does not have the right to control the agenda.  The chair might prepare a PROPOSED agenda, but, unless your own rules provide otherwise, it is not binding on the membership (or  the board) and does not become THE agenda until it is actually adopted by the assembly by a majority vote.  The  ASSEMBLY is in charge of meetings, not the chair. The assembly... the members.... have the right to determine what business is taken up and when the meeting will adjourn.  Unless you have some strange rules, the chair has no right to dictate that the meeting will last only one hour and will  take up only the business he wants it to take up.  But, he does appear to have the authority to decide whether to call a special meeting.

As to how to hold the president accountable, he can be subjected to disciplinary action which could include removal from office and/or expulsion from membership..  And you can refuse to re-elect him if he wants to run for another term.

You might take a look at FAQ # 20 re removal from office:  http://www.robertsrules.com/faq.html#20

And if you don't already have it, you might consider getting a copy of RONR or RONR in Brief

Edited to add:  The chair may can prevent the members from having an official meeting, or can at least try, but he cannot prevent them from getting together and talking informally about anything and everything they want to discuss.  They can plan and plot.  They can hatch a plan to remove him from office.  They can plan for how to handle the upcoming regular meeting.  They just can't take any action  (or make any binding decisions) in the name of the organization.  

Edited August 29, 2018 at 05:40 AM by Richard Brown
Added last paragraph

[Chris Harrison]

Just to verify...when you say the "regular board meeting would occur six days later" do you mean six days from whenever the Chair sent word through the Vice Chair or six days past the date of the scheduled Special Meeting?

[Joshua Katz]

6 hours ago, Richard Brown said:

Pursuant to RONR, the chair does not have the right to control the agenda.  The chair might prepare a PROPOSED agenda, but, unless your own rules provide otherwise, it is not binding on the membership (or  the board) and does not become THE agenda until it is actually adopted by the assembly by a majority vote.  The  ASSEMBLY is in charge of meetings, not the chair. The assembly... the members.... have the right to determine what business is taken up and when the meeting will adjourn.  Unless you have some strange rules, the chair has no right to dictate that the meeting will last only one hour and will  take up only the business he wants it to take up.  But, he does appear to have the authority to decide whether to call a special meeting.

 

Well, I agree with your post, but if you take the position (with which I agree) that the special meeting must be called by the chair, the chair is going to control what goes into the call. While technically the assembly controls the agenda, the chair can, therefore, limit the topics discussed. The bylaw portion quoted doesn't even say that the 3 members specify the topics, but in any event, if they ask for X, Y, and Z, and the call says X and Y, it's not clear to me what they can do about it at the special meeting. They can, of course, attempt to discipline the chair after the fact.

[Richard Brown]

12 minutes ago, Joshua Katz said:

Well, I agree with your post, but if you take the position (with which I agree) that the special meeting must be called by the chair, the chair is going to control what goes into the call. While technically the assembly controls the agenda, the chair can, therefore, limit the topics discussed. The bylaw portion quoted doesn't even say that the 3 members specify the topics, but in any event, if they ask for X, Y, and Z, and the call says X and Y, it's not clear to me what they can do about it at the special meeting. They can, of course, attempt to discipline the chair after the fact.

Oh, agree. My comments about the assembly, not the chair, controlling the agenda was referring to the agenda for a regular meeting, which is what I thought guest Ann was referring to. As to a special meeting, it is true that whoever calls the meeting probably has the right to specify what the subject of the meeting will be. While possible, an agenda is not normally needed or used at a special meeting since it is generally held for a single purpose. That is another one of the reasons I suggested this organization consider amending its bylaws regarding how and by whom special meetings can be called.

[Guest Who's Coming to Dinner]

11 hours ago, Guest Guest Ann said:

3) If the Chair has the right to control the meeting and agenda, how does the rest of the board hold him/her accountable?

That's a very big IF. The chair has no such right under parliamentary procedure; (s)he would have to be given that power by your own rules. I would be inclined to initiate disciplinary action against your chair at the next meeting. Better read up on your bylaws and RONR Chapter XX.

[Richard Brown]

Guest Ann, here is the language in the sample bylaws in RONR for calling special meetings of the membership  and the executive board.  This language is typical.

For special meetings of the membership:  "Special Meetings. Special meetings may be called by the President or by the Executive Board and shall be called upon the written request of ten members of the Society. The purpose of the meeting shall be stated in the call, which shall be sent to all members at least three days before the meeting. "

For special meetings of the board:  "Board Meetings. Unless otherwise ordered by the Board, regular meetings of the Executive Board shall be held on the first Tuesday of each month from [page 587] September to June, inclusive. Special meetings of the Board may be called by the President and shall be called upon the written request of three members of the Board."

If RONR is the parliamentary authority, it  already specifies that the purpose of a special meeting must be stated in the call (notice) of  the meeting and that it is the duty of the secretary to send notices.   Some bylaws go into  additional detail about special meetings.  In my opinion, the president should not have the ability to refuse to call  or hold a special meeting which is requested by the required number of other members.

Edited to add:  Here is additional language from page 506 of RONR regarding provisions to consider for calling special meetings of the membership.  These can also be applied to special meetings of a board.

A section authorizing the calling of special meetings should state by whom such meetings can be called—such as the president, the board, or a specified number of members nearly equal to a quorum—and the number of days' notice required. It may be well to provide that no business shall be transacted except that mentioned in the call (that is, the notice) of the special meeting, although this rule would apply even if not expressly stated (see pp. 91–93). If the bylaws do not authorize the calling of special meetings, such meetings are not permitted—except when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see p. 660, l. 28 to p. 661, l. 1).

Edited August 29, 2018 at 04:54 PM by Richard Brown
Added last paragraph and quote

[Guest Guest Ann]

Thank you all for your responses.  I apologize for the delayed thanks.

The chair has called a special meeting but set the date for 8 days after the requested date and has only reserved a room for one hour.  The rest of the board is having a planning meeting on the date requested so there can be some efficiency on the date called by the chair.  The special meeting is called because the chair failed to issue a call for the regular quarterly board meeting and there are four key issues that need to be addressed.

This is an all volunteer membership group. 

The chair has not yet renewed their membership for the upcoming membership year.  The membership ends before the chair's term ends. 

What happens if the chair fails to renew their membership.  Do they automatically lose their office?  Does the board need to have a meeting to remove them from office?

I appreciate your feedback.

[Josh Martin]

2 hours ago, Guest Guest Ann said:

The chair has called a special meeting but set the date for 8 days after the requested date and has only reserved a room for one hour.  The rest of the board is having a planning meeting on the date requested so there can be some efficiency on the date called by the chair.  The special meeting is called because the chair failed to issue a call for the regular quarterly board meeting and there are four key issues that need to be addressed.

At least as I understand the facts, the chair has complied with the rules in your bylaws on this matter. You stated that “Special meetings of the Board of Directors may be called by the President, or must be called by the President at the request of three (3) members of the Board.” While the President is required to call a special meeting if such a meeting is requested by three members, the chairman is still the person who calls the meeting. As a result, the chairman may determine the time, place, and date of the meeting. The chairman may not, however, determine the length of the meeting. The board is not required to adjourn after one hour, although it may be prudent for someone else on the board to arrange for the room to be reserved for longer, or to arrange another location at which to continue the meeting. Only the board has the power to decide when the board shall adjourn.

2 hours ago, Guest Guest Ann said:

The chair has not yet renewed their membership for the upcoming membership year.  The membership ends before the chair's term ends. 

What happens if the chair fails to renew their membership.  Do they automatically lose their office?  Does the board need to have a meeting to remove them from office?

I would note that no rule in RONR provides that members automatically lose their membership due to delinquency in dues or that officers must be members of your society. You should check to see whether your bylaws have either or both of these provisions.

If it is indeed the case that your bylaws contain a provision that members automatically lose membership due to delinquency in dues and provide that officers must be members of the society, a meeting would be required, but the procedure would be somewhat different than the procedures referred to in FAQ #20. A Point of Order would be raised that the President is not eligible for office. The chair’s ruling on this point is subject to appeal, with a majority vote required to overturn the chair’s ruling. If if it is determined that the President is not eligible to serve, he would no longer be in office. This is not automatic because a determination must be made regarding the question of whether the President is eligible to serve. As suggested above, this may not be as clear-cut as it first appears.

I would also question whether the board is the proper body to make this decision. If the membership elects the President, then the membership would be the proper body to determine questions of eligibility, or to otherwise remove the President from office, unless the bylaws provide otherwise.

Edited September 7, 2018 at 01:04 AM by Josh Martin

[Guest Admin Lisa]

During a Special meeting, you have your agenda set and announced. I noticed there is a personnel hire but Executive Session is not indicated, would Executive Session be allowed for that topic only, even though Executive Session is not on the agenda? 

[Richard Brown]

Guest Lisa, please post your question by starting a new topic.

The instructions can be found here: https://robertsrules.forumflash.com/topic/25416-important-read-this-first-faq-and-information-for-new-members-and-guests/

 

Edited August 19, 2021 at 08:12 PM by Richard Brown
Added last paragraph