Authority Conflict

[Guest Bonnie]

The President has been away for several months and the Vice-President has had a couple of board meetings with no problems. At the last meeting, the VP scheduled a community meeting for the last of August and has sent out notification of the meeting. The President came back into town today and she is  going to cancel the meeting because she can't attend due to the 14 day mandatory quarantine period for people returning from another state. She is planning on sending out notice that the meeting has been canceled. There are two people that need to be voted in as new board members by the community and several other items on the agenda that really need to be addressed as there hasn't been a community meeting since the lock down from the Covid. How do we handle this situation? Does the President have the authority to cancel a called meeting just because she can't attend?

[Josh Martin]

9 minutes ago, Guest Bonnie said:

The President has been away for several months and the Vice-President has had a couple of board meetings with no problems. At the last meeting, the VP scheduled a community meeting for the last of August and has sent out notification of the meeting. The President came back into town today and she is  going to cancel the meeting because she can't attend due to the 14 day mandatory quarantine period for people returning from another state. She is planning on sending out notice that the meeting has been canceled. There are two people that need to be voted in as new board members by the community and several other items on the agenda that really need to be addressed as there hasn't been a community meeting since the lock down from the Covid. How do we handle this situation? Does the President have the authority to cancel a called meeting just because she can't attend?

What do your bylaws say regarding calling meetings?

[Guest Bonnie]

"Meetings are called by the President. Notice of meetings shall be posted on the community calendar, the internet and via email to a community mailing list at least three days before the meeting. All board meetings are open to community meetings. Meetings shall include a general meeting of all community members present including officers."

Part of the reason she's is not wanting an open community meeting is because there are things that are going to come out that she has been doing that are against the by-laws. She doesn't want people to know.

[Josh Martin]

9 minutes ago, Guest Bonnie said:

"Meetings are called by the President. Notice of meetings shall be posted on the community calendar, the internet and via email to a community mailing list at least three days before the meeting. All board meetings are open to community meetings. Meetings shall include a general meeting of all community members present including officers."

Based on these facts, it's not clear that the Vice President had the authority to call the meeting to begin with. The rule provides that "Meetings are called by the President." The rule doesn't appear to provide for any other persons to call meetings.

The Vice President takes on the role of presiding officer if the President is absent, but there is no provision in RONR which allows for the Vice President to exercise the other duties of President. Is there such a provision in your bylaws?

[Guest Bonnie]

Under the Vice President it states: "The Vice President acts for the President in his/her absence."

[Josh Martin]

1 hour ago, Guest Bonnie said:

Under the Vice President it states: "The Vice President acts for the President in his/her absence."

In that event, I think the meeting likely cannot be canceled. RONR does not have any provisions for canceling a meeting.

[Guest Bonnie]

Well, she has sent out an email canceling the meeting. The people in the community are really upset over her abuse of authority and dereliction of duties as well as the Treasure's questionable accounting. They want answers. How do we proceed to remove her from office if she refuses to call a meeting because she knows that all the stuff she and the Treasurer have been doing is going to come out?

[Josh Martin]

29 minutes ago, Guest Bonnie said:

Well, she has sent out an email canceling the meeting. The people in the community are really upset over her abuse of authority and dereliction of duties as well as the Treasure's questionable accounting. They want answers. How do we proceed to remove her from office if she refuses to call a meeting because she knows that all the stuff she and the Treasurer have been doing is going to come out?

Based on the facts which have been presented, the President lacks the authority to cancel a meeting which has been properly called, notwithstanding any email the President erroneously sent to the contrary. The assembly could proceed with this meeting, although it may be difficult to do so if members are receiving conflicting messages regarding whether the meeting is still occurring.

Failing that, there does not appear to be any way (at least based on what has been provided so far) to force the President to call a meeting or to call a meeting without the President, although it may be that 1) there are other provisions in the bylaws regarding calling meetings, 2) there are regular meetings, or 3) the President will eventually have to have a meeting in order for the society to conduct business.

As for removing the President when a regular meeting or a properly called special meeting held for this purpose occurs, check your bylaws or see FAQ #20 if your bylaws are silent on the subject of removing officers.

[Atul Kapur]

Emphasizing Mr. Martin's point, the "cancellation" the president sent out is invalid. If enough members show up at the meeting and there is a quorum, then the meeting can conduct business. You and/or the vice-president could send an email informing that the meeting is still on.