special meeting covid19 temp club closure

[Guest russ]

Hello everyone seeking info or conformation if proper procedure was followed by club by-laws and RONR.   Our club by-laws state    " Special meetings may be call at other times by the President,majority vote of the Executive Committee or upon written request of (10) or more members.  Only subjects given in the notice of the special meeting may be considered at such a special meeting".      It is also stated in our by-laws " The President shall have the authority to order or instruct when emergency actions are necessary.   So given the above by-law guide lines our President Ordered a emergency special meeting of the Executive Committee and the Board of Directors.   All attended and a quorum was met.     A executive order by the governor of our state was made of a mandatory shutdown of non essential businesses.   A motion was made and seconded  to shut down all club buildings turn off all electronic keys that access said bldgs and postpone all meetings until the governor lifts that order.   Of course there are few members saying that they had no authority to do so.   Given or by-laws come first does anyone think the process was flawed?   If this was a good decision what actions would disgruntled members have to take to reopen the club, I ask this in order to be able to defend against their actions.  Thank you for your time.. Russ   

[Gary Novosielski]

The motion was moved and seconded and then how was it decided?

Presuming it passed, and based upon the information provided, I don't see any problems with what was done.

Disgruntled members would seem to have little recourse, except to vote out Directors they don't like, come election time.

[Guest russ]

You are correct motions were made, 2nd and unanimously passed.   Our by-laws have have no stipulations for removal of directors or officers just as you said. I presume that matters could only be changed come annual elections.  I did not see in any procedures for removal in RONR, only the statement that unless specifically in By-Laws removal is a non issue.

[Atul Kapur]

Officers can be removed through the use of disciplinary measures such as in chapter XX.

[Gary Novosielski]

2 hours ago, Guest russ said:

You are correct motions were made, 2nd and unanimously passed.   Our by-laws have have no stipulations for removal of directors or officers just as you said. I presume that matters could only be changed come annual elections.  I did not see in any procedures for removal in RONR, only the statement that unless specifically in By-Laws removal is a non issue.

No, that's not necessarily true.   See FAQ #20, How can we get rid of officers we don't like before their term is up?

[Joshua Katz]

1 hour ago, Atul Kapur said:

Officers can be removed through the use of disciplinary measures such as in chapter XX.

Additionally, although the bylaws do not mention removal, do they say anything about term of office, and if so, what?

[Josh Martin]

20 hours ago, Guest russ said:

Hello everyone seeking info or conformation if proper procedure was followed by club by-laws and RONR.   Our club by-laws state    " Special meetings may be call at other times by the President,majority vote of the Executive Committee or upon written request of (10) or more members.  Only subjects given in the notice of the special meeting may be considered at such a special meeting".      It is also stated in our by-laws " The President shall have the authority to order or instruct when emergency actions are necessary.   So given the above by-law guide lines our President Ordered a emergency special meeting of the Executive Committee and the Board of Directors.   All attended and a quorum was met.     A executive order by the governor of our state was made of a mandatory shutdown of non essential businesses.   A motion was made and seconded  to shut down all club buildings turn off all electronic keys that access said bldgs and postpone all meetings until the governor lifts that order. 

Based on the facts presented, it appears that the procedures involved in calling the meeting, holding the meeting, and conducting the business were all followed. The only remaining question is whether the board has the authority to make these decisions in the first place, which I don't think we have enough information to answer. In particular, it would be interesting to know what the bylaws say about when meetings are held, and whether they say anything about postponing meetings.

Even if the board does have the authority to take these actions, they can be superseded by the membership unless the board has exclusive authority in this area, but it may be difficult for the membership to do so as a practical matter in the present circumstances.

It should also be noted that regardless of whether the board had the authority to take these actions, the executive order by the governor remains in effect, and the members don't have the ability to rescind that.

Finally, I would note that if any of these disgruntled members are known to be litigious, it may be advisable to seek legal counsel.

20 hours ago, Guest russ said:

If this was a good decision what actions would disgruntled members have to take to reopen the club, I ask this in order to be able to defend against their actions.

If the claim is that the board lacks the authority to take these actions, the members would need to raise a Point of Order asserting as much, followed by an Appeal if necessary.

If the membership acknowledges that the board has the authority to take these actions, but disagrees with them and wishes to overturn them, then members would make a motion to Rescind the actions taken by the board.

Either of these actions would need to be taken at a meeting of the membership, with a quorum present, which may be difficult in the present circumstances.

16 hours ago, Gary Novosielski said:

No, that's not necessarily true.   See FAQ #20, How can we get rid of officers we don't like before their term is up?

The membership would, however, need to meet to take these actions, which may be difficult as a practical matter in the present circumstances.

Edited April 2, 2020 at 04:05 PM by Josh Martin

[Gary Novosielski]

1 minute ago, Josh Martin said:

16 hours ago, Gary Novosielski said:

No, that's not necessarily true.   See FAQ #20, How can we get rid of officers we don't like before their term is up?

The membership would, however, need to meet to take these actions, which may be difficult as a practical matter in the present circumstances.

Undeniably.  It might also be confounded by the fact that, as far as I can tell, nothing improper was done.  I am not a lawyer, but I understand that's considered by many to be a fairly good defense. 😷

[Josh Martin]

4 minutes ago, Gary Novosielski said:

Undeniably.  It might also be confounded by the fact that, as far as I can tell, nothing improper was done.  I am not a lawyer, but I understand that's considered by many to be a fairly good defense. 😷

I'm not quite as certain that nothing improper was done. I agree that the board appears to have followed all proper procedures in making its decisions, but I believe there are unanswered questions about whether the board had the authority to make those decisions. Closing buildings may well be covered under a clause giving the board broad authority to manage the club's affairs, but postponing meetings is trickier, especially depending on how the meetings were originally scheduled.

Certainly, the board appears to have had good reasons for making these decisions, which may weigh on the membership's decision if and when an attempt is made to take action against the board members, but that is not quite the same as saying that nothing improper was done.

[Gary Novosielski]

21 minutes ago, Josh Martin said:

I'm not quite as certain that nothing improper was done. I agree that the board appears to have followed all proper procedures in making its decisions, but I believe there are unanswered questions about whether the board had the authority to make those decisions. Closing buildings may well be covered under a clause giving the board broad authority to manage the club's affairs, but postponing meetings is trickier, especially depending on how the meetings were originally scheduled.

Certainly, the board appears to have had good reasons for making these decisions, which may weigh on the membership's decision if and when an attempt is made to take action against the board members, but that is not quite the same as saying that nothing improper was done.

I agree in the general case of the typical society, but in this case, the phrase

Quote

The President shall have the authority to order or instruct when emergency actions are necessary.

appears to provide some sweeping authority to act in response to an emergency   The argument that an emergency exists is fairly unassailable, in view of the declared state of emergency.  The question then is whether that language is sufficient to authorize the cancellation of a meeting.  Granted, that's not explicitly clear, but I suggest it would pass a reasonable person test. 

But I see your point.  And if the matter does come before the assembly and FAQ #20 smiles on the process, they are free to discipline officers who we might both agree did nothing wrong.