Special Meeting to overturn Board Decision?

[Guest Mike Koshilka]

Our Board recently made a decision to amalgamate some contracted positions. Some members disagree with the decision and would like to call a special meeting to overturn the decision. 
 

Below is the Powers of our Executive from our Bylaws:

6.1 Powers and Duties of the Executive
The Executive governs and manages the affairs of the Association. The Powers and duties of the Executive include:
(a) Promoting the objectives of the Association;
(b) Promoting membership in the Association;
(c) Paying persons for services and protecting persons from debts of the Association; (d) Investing Extra monies;
(e) Maintain all accounts and financials records of the Association
(f) Approving all contracts for the Association;
(g) Making policies for managing and operating the Association; (h) Appointing persons to fulfill the role of Treasurer.
 

Based on the above, does the membership have the ability to overturn this decision?

If not, how do we reject a request for a special meeting as the motion would be out of order? 

 

 

[Josh Martin]

6 hours ago, Guest Mike Koshilka said:

6.1 Powers and Duties of the Executive
The Executive governs and manages the affairs of the Association. The Powers and duties of the Executive include:
(a) Promoting the objectives of the Association;
(b) Promoting membership in the Association;
(c) Paying persons for services and protecting persons from debts of the Association; (d) Investing Extra monies;
(e) Maintain all accounts and financials records of the Association
(f) Approving all contracts for the Association;
(g) Making policies for managing and operating the Association; (h) Appointing persons to fulfill the role of Treasurer.
 

Based on the above, does the membership have the ability to overturn this decision?

Yes, I think so (although it is ultimately up to the association’s membership to interpret its own bylaws).

“Except in matters placed by the bylaws exclusively under the control of the board, the society's assembly can give the board instructions which it must carry out, and can rescind or amend any action of the board if it is not too late (see 35).” (RONR, 11th ed., pg. 483)

Although the portion of the bylaws you have quoted certainly appears to grant the board a wide range of authority, I don’t see anything which suggests the board has exclusive authority in this matter.

6 hours ago, Guest Mike Koshilka said:

If not, how do we reject a request for a special meeting as the motion would be out of order? 

You don’t. As noted above, I don’t believe the motion is out of order. Even if it was, however, nothing in RONR suggests that a board may reject a proper request for a special meeting on the grounds that the motion the meeting is called for is believed to be out of order. If the chairman believes the motion to be out of order, he would make that ruling at the meeting when the motion is made, and this ruling is subject to appeal.

[Guest Mike Koshilka]

Thanks Josh. 
 

Much appreciated.  

[Guest Board voted....]

In perhaps a related question, my board voted to approve a set of resolutions and a position statement (to be presented outside of our organization). We had a quorum, the resolutions and position statement were accepted in a 12-2 vote with 1 abstention. The chair is one of the 2 "no" votes and she has asked the board via email in the days after the board meeting to reconsider our votes and revoke. I believe that her request to take a re-vote, days after the original meeting, is improper.... maybe it's out of order? 

Can you advise in this situation? 

Thank you.

[Josh Martin]

29 minutes ago, Guest Board voted.... said:

In perhaps a related question, my board voted to approve a set of resolutions and a position statement (to be presented outside of our organization). We had a quorum, the resolutions and position statement were accepted in a 12-2 vote with 1 abstention. The chair is one of the 2 "no" votes and she has asked the board via email in the days after the board meeting to reconsider our votes and revoke. I believe that her request to take a re-vote, days after the original meeting, is improper.... maybe it's out of order? 

Can you advise in this situation?

Addressed in a new thread.

Edited February 9, 2020 at 08:10 PM by Josh Martin