Why can two people call a board meeting?

[Alex Meed]

RONR isn't in front of me, but I recall that it allows any two members of a board (or its chair) to call a board meeting. Or perhaps that only applies to committees.

I brought this up at our bylaws committee, of which I am chair, and they asked me to make an amendment allowing only a majority of the executive board to call a board meeting. Their rationale was that it could allow rebellious board members to call frivolous meetings, and that a meeting shouldn't be advertised and published to the general membership unless there will be a quorum—especially since our bylaws make board meetings open except when it goes into executive session.

Why can a minority of a board call a board meeting, if I recall correctly? Is it wise to require a majority to call the meeting?

[Guest Zev]

1 hour ago, Alex M. said:

RONR isn't in front of me, but I recall that it allows any two members of a board (or its chair) to call a board meeting.

You must have confused the requirements for introducing a motion, that is, one member moving it and another seconding it. RONR (11th ed. p. 576) says the following:

Quote

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.

My emphasis.

1 hour ago, Alex M. said:

Their rationale...

Sounds good to me.

1 hour ago, Alex M. said:

Why can a minority of a board call a board meeting, if I recall correctly?

If your bylaws specified such a requirement then that would be the rule, but it appears as though neither your nor the committee is in any mood to make such a recommendation. No issue with me. One alternative would be to allow only a majority or the president of the board to call these meetings. If an exceptional event takes place but only a minority makes the request, the president nevertheless can call the meeting, and in this fashion weed out the frivolous requests.

1 hour ago, Alex M. said:

Is it wise to require a majority to call the meeting?

It may be necessary according to the conditions. But I would leave the possibility open with the concurrence of the president. 

[Dan Honemann]

6 hours ago, Alex M. said:

RONR isn't in front of me, but I recall that it allows any two members of a board (or its chair) to call a board meeting. Or perhaps that only applies to committees.

I brought this up at our bylaws committee, of which I am chair, and they asked me to make an amendment allowing only a majority of the executive board to call a board meeting. Their rationale was that it could allow rebellious board members to call frivolous meetings, and that a meeting shouldn't be advertised and published to the general membership unless there will be a quorum—especially since our bylaws make board meetings open except when it goes into executive session.

Why can a minority of a board call a board meeting, if I recall correctly? Is it wise to require a majority to call the meeting?

Nothing in RONR allows any two members of a board to call a board meeting.

[Alex Meed]

Looks like y'all are right, now that I actually opened the dang book and checked. Let me make sure I understand correctly: A committee meets at the call of its chairman. If the chairman fails to call the committee's initial meeting, any two other members can do so.

On the other hand, a board has regular meetings and can also act at a meeting that is "properly called" (p. 486)... called by whom? The chairman alone, or do some board members have this inherent power?

[Joshua Katz]

4 minutes ago, Alex M. said:

On the other hand, a board has regular meetings and can also act at a meeting that is "properly called" (p. 486)... called by whom? The chairman alone, or do some board members have this inherent power?

A board may only have special meetings if the bylaws authorize it to do so. Those bylaws will also explain, in that case, how to call special meetings.

[Richard Brown]

Agreeing with Mr. Honneman and Mr. Katz,There is no rule in RONR which permits any two members of a board to call a board meeting. The rule you are referring to applies only to committees.

The requirements for calling a special meeting of your executive board should be and probably are spelled out in your bylaws. What do your bylaws say?

Your  organization may provide whatever requirement it wants to in it’s bylaws for calling a special Board meeting. You may, of course, require that a majority of the board members join in with such a call. However, for what it’s worth, it is much more common for bylaws to provide that board meetings may be called by either the chairman acting alone or, in the alternative, by a specified number of board members which is usually less than a majority. There is certainly nothing wrong, though, with requiring a majority.

[Alex Meed]

Gotcha. The way I wrote the bylaws revision was that the President of the organization (who is chairman of the board) or a majority of the other board members (as the bylaws committee wanted) can call a board meeting. (Quorum is a majority.) It does not provide for regular meetings of the board, probably because my hazy memory confused the rules for boards with the rules for committees and failed to check RONR.

Is this approach fine or is it destined to cause confusion? I should mention that this is an organization that cares very little about RONR; I'm probably the only person who owns the book and certainly the only one who had read it nearly cover-to-cover, even though it is our parliamentary authority. (That's a separate problem from the instant one.)

Separately, I suppose Mr. Brown's comment returns me, in a roundabout way, to something like my original question: what's the point of the bylaws allowing a number less than a quorum to call a board meeting?

[Bruce Lages]

I don't know anything about how your organization operates, but for most of the groups I am familiar with, where the board conducts the group's business between meetings of the general membership, regular meetings of the board are always mandated. Unless your general membership meets frequently - I would say at least once a month - it is usually the board that sees to the everyday business of the organization. I would strongly suggest that regular meetings of the board be provided for.

As to allowing fewer members than a quorum to call a board meeting, one reason might very well be that a matter of importance for the board to deal with may not always be widely known to all board members when it arises. Allowing only a few members to call the board to act ensures that any such matter can be dealt with in a timely manner.

[George Mervosh]

You might want to review at least the first four paragraphs on p. 481 for more of what RONR does say.

[Alex Meed]

11 minutes ago, Bruce Lages said:

I don't know anything about how your organization operates, but for most of the groups I am familiar with, where the board conducts the group's business between meetings of the general membership, regular meetings of the board are always mandated. Unless your general membership meets frequently - I would say at least once a month - it is usually the board that sees to the everyday business of the organization. I would strongly suggest that regular meetings of the board be provided for.

The general membership has weekly regular meetings for primarily social and program purposes; the board runs the org. The current bylaws require the board to meet every two weeks at least, but also make no provision for regular meetings. It is our practice that the president calls one meeting a week—usually at a regular time, but sometimes at a different time depending on scheduling constraints of board members. We also occasionally have smaller meetings to deal with particular issues, but most of our business happens at those weekly meetings.

11 minutes ago, Bruce Lages said:

As to allowing fewer members than a quorum to call a board meeting, one reason might very well be that a matter of importance for the board to deal with may not always be widely known to all board members when it arises. Allowing only a few members to call the board to act ensures that any such matter can be dealt with in a timely manner.

That's a good point for when the full membership considers the bylaws committee report tomorrow.

10 minutes ago, George Mervosh said:

You might want to review at least the first four paragraphs on p. 481 for more of what RONR does say.

That's the part I should have reviewed when I was running the bylaws committee. Oh well.

[Richard Brown]

29 minutes ago, Alex M. said:

Separately, I suppose Mr. Brown's comment returns me, in a roundabout way, to something like my original question: what's the point of the bylaws allowing a number less than a quorum to call a board meeting?

I imagine  the rationale is somewhat similar to the rationale which permits a limited number of general members to call a special membership meeting. I am not aware of any organizations, other than perhaps very small ones, which require that a majority of the members join in with a request to have a special membership meeting. There is almost always a specified number or percentage, significantly  less than a majority, which is required to call a special meeting.

[Alex Meed]

1 minute ago, Richard Brown said:

I imagine  the rationale is somewhat similar to the rationale which permits a limited number of general members to call a special membership meeting.

What is that rationale? Or is it stated somewhere in RONR?

[Richard Brown]

Alex, we are reading a lot about your custom when it comes to board meetings. Perhaps it will be helpful if you want quote for us exactly, verbatim, what your bylaws say regarding board meetings, both  regular and special. 

[Alex Meed]

28 minutes ago, Richard Brown said:

Alex, we are reading a lot about your custom when it comes to board meetings. Perhaps it will be helpful if you want quote for us exactly, verbatim, what your bylaws say regarding board meetings, both  regular and special. 

The current bylaws: "Officer meetings shall be held at least every two weeks and are open to all members of the organization." That's it. Literally nothing else.

The bylaws committee's report: "[The board] meets at the call of the President or a majority of the actual number of officers. The call of a [board] meeting must be announced to all members of [the society] at least one hour before the meeting, except meetings to consider absentee ballots as this Constitution requires. The quorum is a majority of the actual number of officers."

[Bruce Lages]

Are "officer meetings" identical to board meetings?

[Alex Meed]

35 minutes ago, Bruce Lages said:

Are "officer meetings" identical to board meetings?

Yes, what we call an officer meeting now is called a board meeting under the proposed revision.

[Alex Meed]

I had a discussion on a related but separate topic in this thread. Thanks for helping correct my procedural misunderstandings on this subject.

[Gary Novosielski]

On 11/19/2019 at 9:01 AM, Daniel H. Honemann said:

Nothing in RONR allows any two members of a board to call a board meeting.

I suspect they're confusing this with the rule that two members of a committee may call a meeting if the chair fails to do so.

[Alex Meed]

3 hours ago, Gary Novosielski said:

I suspect they're confusing this with the rule that two members of a committee may call a meeting if the chair fails to do so.

Yep, except the "they" would be me, the bylaws chairman who skimmed that part of RONR a bit too lightly when I read it for the first time...