Calling a Special Board Meeting

[Gary D]

Our non-profit Bylaws state "Special membership and board meetings may be called by the president or by written request of not less than seven (7) members of the board, or by the vote of a majority of the board present and voting at any regular or special meeting." 

What exactly does written request mean?  Can one board member send an email to staff stating that 7 directors (and listing them by name) want a Special Board Meeting?  Or, do each of the 7 directors need to submit a letter/email requesting the Special Board Meeting?

Thank you for your assistance.

[Gary Novosielski]

 The written request is sent presumably to the secretary, and could be one request signed by seven directors, seven identical requests, each signed by a different director, or some equivalent combination.  The request should clearly and completely describe the business to be taken up at the special meeting, and this description should be included by the secretary in the call of the meeting.

[Gary D]

Am I correct in assuming that if one board member sent an email listing seven directors as wanting to call a meeting, that is not the same thing as "one request signed by seven directors" because there were no signatures as part of the email?  Would 6 directors have needed to send an email to the 7th director (or directly to the secretary) in order for the 7th director to property call the meeting?  Or, if the other 6 directors told the 7th director that they were ok calling the special board meeting then that counts?

[Richard Brown]

9 hours ago, Gary D said:

Our non-profit Bylaws state "Special membership and board meetings may be called by the president or by written request of not less than seven (7) members of the board, or by the vote of a majority of the board present and voting at any regular or special meeting." 

What exactly does written request mean?  Can one board member send an email to staff stating that 7 directors (and listing them by name) want a Special Board Meeting?  Or, do each of the 7 directors need to submit a letter/email requesting the Special Board Meeting?

Thank you for your assistance.

Since this is a rule in your bylaws, it is up to your organization to interpret it and to decide exactly what it means.  My own opinion is that a written request signed by seven board members would certainly meet the criteria.  So would seven separate but identically worded requests, whether by email or in writing on the traditional sense such as by snail mail or being hand delivered.  It becomes more problematic if a written request (regardless of how sent or delivered) is from one member but says that six other named members join in with the request.  Personally, I would  want more evidence that the other six actually do join in with the request.   Although the secretary (or president) might make the initial determination of whether the written request is sufficient, that question could ultimately be decided by the assembly itself if a point of order is raised that the request is insufficient and does not comply with the bylaws. 

A large national organization that I am familiar with has a rule that an email vote on a motion may be taken by the board provided a certain percentage of other board members join in or "co-sponsor" the motion.  Since all of that particular business is being conducted via email, they have adopted the custom that if one member proposes a very specific motion to be submitted to the members for an email vote and if the requisite number of additional members send an email saying "I will co-sponsor this motion", that is sufficient.   Note:  the original motion and the co-sponsor emails must all be sent not just to the secretary, but to the entire board via the board's listserv.