Call for Special Board Meeting

[TBear76]

Hi, I am a new user on the Forum. I am curious if anyone with Bylaws experience have come across a situation where the bylaws allow general members to call a special board meeting. I am very familiar with the provision for a sufficient number of general members being able to call a general membership meeting, but one organization I know of allows either a certain number of board members or a certain number of general members to call a special board meeting. This seems strange to me when the general members do not have the right to vote and make motions at a board meeting... I  guess I am trying to figure out why this would be considered an appropriate or helpful bylaw. In my opinion it is not. Anyone have some insights on this for me?

[jstackpo]

Never heard of such a thing.  As one of the former participants in this forum would respond, somewhat unfelicitously: "They're your bylaws, you tell us!" ☹️

I suppose if the general membership required the board to meet -- to consider some specific business, as Special Meetings are supposed to -- the board members could just not show up - no quorum, no business.  Or meet and immediately adjourn.

Seems a completely toothless provision.

[TBear76]

Thank you for your response. I agree it is toothless. I am not a member of this group and the members don't seem to know why this was in here either.

[Guest SAA]

This very interesting and with respect I'm not at all  clear  that this is a "toothless "  provision . Indeed it could have many  implications depending on what is on the agenda for the Board meeting. This opens a window of intended ( ? ) transparency on the Board and one wonders why that is needed at this point . Are these members who wish to de-rail the Board ? What are their  motives ? If not too long I would be interested  to see the exact wording of the provision from Mr. Brand  . I would take nothing for granted in this nor seek to advise the Board that they should attempt to duck this process by holding some manner of a superficial  meeting . My sense would be to be extremely careful and strategic in planning  this Board meeting .

Would be interested to hear other views . 

[TBear76]

Guest SAA, I agree very much with all that you say, but still think the provision itself is toothless because the Board could just not show and there is no meeting. But I very much agree this is not normally going to be the prudent approach by the Board if such a meeting were called by members.

Here is the wording of the provision. "A special meeting of the Board will be called by the President within ten (10) days of written request received by him stating in full the object and purpose of the meeting. For the called meeting to be conducted, two thirds (2/3) of those members who signed the request must be present for the meeting. The written request must be duly signed by: a)at least three (3) Directors, OR b) Not less than seven (7) General Members.:

[Atul Kapur]

Do general members have the right, in your bylaws, to attend board meetings? If so, at least they would be able to observe the proceedings of the meeting that they called.

The provision about two-thirds of those who signed the request being in the attendance is unusual, to say the least. It is what led to my question above. It also leads me to suspect that this is an error and that two separate provisions, one on calling special board meetings and one on calling special membership meetings, have been mashed together. Does your organization have copies of previous versions of your bylaws?

 

[Gary Novosielski]

9 hours ago, Todd Brand said:

Thank you for your response. I agree it is toothless. I am not a member of this group and the members don't seem to know why this was in here either.

That makes n+1 of us.

[Chris Harrison]

Just out of curiosity how large is the General Membership and how often do they meet? 

I can see there being a case of a Membership who meets infrequently (wide-spread membership or difficult to obtain a quorum?) and leaves the day-to-day operation to their Board and something came up that desperately needed the Board's attention and for whatever reason they were happy letting things go until the next Membership meeting.  While the provision might be toothless in theory I could see having 7 or more General Members call for a Special Board meeting would be a pretty strong indicator to the Board that the Members have concerns that they wish dealt with ASAP.  If after all that they are still given the brush-off the Board may find themselves out of a job come election time or  if the Membership doesn't want to wait until elections and have provisions for calling a Special Meeting they could call one to deal with their difficult Board then and there.

[TBear76]

Thank you for your responses. Very helpful!! Atul, yes the group who owns these bylaws does allow members to observe the Board meetings. You could well be right that during some previous bylaw amendment time this was an accidental merging of different pieces around special meetings.

Thanks everyone for responding. I think I have what I need for this question. Appreciate your time!

[jstackpo]

You are entirely welcome.  Cumon back, 'hea?