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Guest Gman1st

Commissioners abruptly resign. Need de facto Commissioners.

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Guest Gman1st

Our small organization has three commissioners (Chairperson, Secretary and Treasurer).  Recently, all three commissioners abruptly resigned, leaving us with no one to call a meeting, to pay bills or to do any organizational business.  What is the proper way to move forward?  Can someone declare his or herself to be a "de facto" commissioner?  And if so, what authority does a de facto commissioner have?

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1 hour ago, Guest Gman1st said:

What is the proper way to move forward?

At the next regular meeting of the general membership, or at a special meeting called for the purpose, the assembly should elect a Chairman Pro Tempore and Secretary Pro Tempore, accept the resignations, and provide notice that the vacancies will be filled at the next regular meeting. At that meeting, the assembly will elect a Chairman Pro Tempore and Secretary Pro Tempore to serve until the elections are completed, and then elect an actual Chairperson, Secretary, and Treasurer.

Has the next regular meeting of the membership been scheduled? If not, what do your bylaws say regarding when meetings are held and how they are called?

1 hour ago, Guest Gman1st said:

Can someone declare his or herself to be a "de facto" commissioner?

No.

1 hour ago, Guest Gman1st said:

And if so, what authority does a de facto commissioner have?

None, because there is no such thing.

Edited by Josh Martin

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Guest Gman1st

There are no meetings scheduled.  Our bylaws state:  "Special meetings may be called at any time throughout the year with notice being sent to each member two (2) weeks prior to the special meeting."  Normally, one of the commissioners schedules the special meetings and sends the notices out.  But the bylaws are mute on who can schedule a special meeting.

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22 minutes ago, Josh Martin said:

At the next regular meeting of the general membership, or at a special meeting called for the purpose, the assembly should elect a Chairman Pro Tempore and Secretary Pro Tempore, accept the resignations, and provide notice that the vacancies will be filled at the next regular meeting.

Since guest G-man said that the vacancies leave no one with the authority to call a meeting, I presume you mean that the special meeting you referred to would have to be called by the general membership at a regularly scheduled meeting? Additionally, if the bylaws don’t give the membership the authority to call special meetings, I question whether it could in fact call one for something other than a disciplinary proceeding.  It’s the reference to calling a special meeting under the circumstances that has me concerned. Is my concern misplaced? 

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9 minutes ago, Guest Gman1st said:

Our bylaws state:  "Special meetings may be called at any time throughout the year with notice being sent to each member two (2) weeks prior to the special meeting."  Normally, one of the commissioners schedules the special meetings and sends the notices out.  But the bylaws are mute on who can schedule a special meeting.

 

If this bylaw quote is accurate, and the bylaws indeed are mute as to who can schedule a special meeting, does that mean that no one can schedule a special meeting or that anyone can schedule a special meeting?

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Guest Gman1st

There are no meetings scheduled.  Our bylaws state:  "Special meetings may be called at any time throughout the year with notice being sent to each member two (2) weeks prior to the special meeting."  Normally, one of the commissioners schedules the special meetings and sends the notices out.  But the bylaws are mute on who can schedule a special meeting.

Sorry I misspoke.  We only have one scheduled meeting per year, the annual meeting, which the commissioners are responsible for calling.  Everything else is handled through special meetings and the bylaws are silent on who can call a special meeting.

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Guest Gman1st

Sorry, let me clarify.  There is only one regular meeting, the annual meeting, held at the end of the year, which the commissioners are responsible for calling.  Everything else is handled through "special meetings" and the bylaws are silent on who can call a special meeting.

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2 hours ago, Guest Gman1st said:

There are no meetings scheduled.  Our bylaws state:  "Special meetings may be called at any time throughout the year with notice being sent to each member two (2) weeks prior to the special meeting."  Normally, one of the commissioners schedules the special meetings and sends the notices out.  But the bylaws are mute on who can schedule a special meeting.

First, I would try offering to buy one of the commissioners a nice dinner and some drinks in exchange for sticking around for a little bit longer. :)

Failing that, since the bylaws say simply that special meetings “may be called” and do not say by who, it seems to me that this phrase is open to a great deal of interpretation (which should probably be fixed in the future, but might be beneficial in the current situation). Arguably, a member could call a special meeting himself and send the notice himself. This may be difficult as a practical matter, however, as members may not have contact information for all members of the society.

I would also note that the process I described above could be condensed a bit - the notice of the elections could be included in the call of the meeting (noting that these elections are conditional on the resignations being accepted) and the process could therefore be completed in one meeting instead of two.

2 hours ago, Richard Brown said:

Since guest G-man said that the vacancies leave no one with the authority to call a meeting, I presume you mean that the special meeting you referred to would have to be called by the general membership at a regularly scheduled meeting?

No, I meant it would be called as provided in the bylaws. Without seeing actual wording in the bylaws, I did not take the OP at his word that it was correct that no one but the commissioners can call a meeting - and indeed, it seems the bylaws say no such thing.

2 hours ago, Richard Brown said:

Additionally, if the bylaws don’t give the membership the authority to call special meetings, I question whether it could in fact call one for something other than a disciplinary proceeding.  It’s the reference to calling a special meeting under the circumstances that has me concerned. Is my concern misplaced? 

I agree that RONR only authorizes the membership to call a special meeting for formal disciplinary proceedings, and that other special meetings can only be called as provided in the bylaws. Apparently, however, the bylaws provide that special meetings “may be called” and specify the amount of notice required, but they do not specify who has the authority to call a special meeting.

2 hours ago, Bruce Lages said:

If this bylaw quote is accurate, and the bylaws indeed are mute as to who can schedule a special meeting, does that mean that no one can schedule a special meeting or that anyone can schedule a special meeting?

To interpret it as meaning that no one can call a special meeting would render the provision meaningless, and RONR notes in its Principles of Interpretation that rules should not be interpreted in such a way that they are rendered meaningless.

I don’t know that it necessarily means that anyone can call a special meeting, although I think that is one reasonable interpretation. Clearly if special meetings may be called, then some person (or persons) have the authority to call a special meeting, but beyond that is a matter of interpretation.

2 hours ago, Guest Gman1st said:

There is only one regular meeting, the annual meeting, held at the end of the year, which the commissioners are responsible for calling.

Do the bylaws specifically provide that the commissioners call the annual meeting, or is it just customary, as with special meetings? Also, when was the last annual meeting?

Edited by Josh Martin

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