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Can the Executive Board call for Special Meeting?


Sue Hopper
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Our executive Board have the required number of signatures to call a Special Meeting for the purpose of removing the Chair and Secretary. The Chair and Secretary were presented with the signed petition requesting a special meeting.  If the Chair and Secretary refuse to call a Special meeting for their own removal, is the board allowed to call the Special Meeting?

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What do the bylaws say about the board calling special meetings? What do the bylaws say about the removal of an executive officer such as the chairman or the secretary? Which group according to the bylaws has the authority to perform such an act of removal?

To my recollection I have never seen a question such as this one. Please Ms. Sue Hopper, supply the experts on this forum with any other information you think may be relevant.

Nevertheless, here is my guess. The entire group of petitioners would sign and distribute a call to the special meeting paying close attention that all bylaw requirements have been fulfilled. The group would appoint a secretary pro tempore that would call the meeting to order on the appointed day and time. The first order of business would be to elect a president pro tempore and then an election of a regular secretary pro tempore. After this the president pro tempore would act in a manner consistent with any regular trial. Sections 62 and 63 of RONR 12th edition should be consulted.

Since this is only my guess, be prepared to read what the other experts in this field have to say on this matter. They may have a different take.

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5 hours ago, Sue Hopper said:

Our executive Board have the required number of signatures to call a Special Meeting for the purpose of removing the Chair and Secretary. The Chair and Secretary were presented with the signed petition requesting a special meeting.  If the Chair and Secretary refuse to call a Special meeting for their own removal, is the board allowed to call the Special Meeting?

Special meetings may only be called in the manner specified in the bylaws. So it is not possible to answer this question without knowing what your bylaws say about calling special meetings.

I concur with Zev that, while we're at it, it would also be helpful to see what the bylaws say concerning the removal of officers.

3 hours ago, Guest Zev said:

Nevertheless, here is my guess. The entire group of petitioners would sign and distribute a call to the special meeting paying close attention that all bylaw requirements have been fulfilled. The group would appoint a secretary pro tempore that would call the meeting to order on the appointed day and time. The first order of business would be to elect a president pro tempore and then an election of a regular secretary pro tempore. After this the president pro tempore would act in a manner consistent with any regular trial. Sections 62 and 63 of RONR 12th edition should be consulted.

Since this is only my guess, be prepared to read what the other experts in this field have to say on this matter. They may have a different take.

I don't yet know what the proper procedure is, since I don't know what the bylaws say concerning calling special meetings, but I am doubtful that the bylaws authorize the petitioners to call the special meeting themselves. It is more common for the bylaws to provide that a special meeting shall be called if requested by X number of members, but that the meeting is actually called by an officer or by the board. So it may be that the board is able to call the meeting, as the OP suggests, but I can't say for certain without knowing what the bylaws say.

I'm also not certain about the rest of the analysis. It may well be correct, but it appears to assume that 1) the President and Secretary do not attend and 2) there is no Vice President (or the Vice President also does not attend). (In the alternative, perhaps it assumes these persons are present but refuse to call the meeting to order.) In the event this is not correct, the procedures will be somewhat different.

I would also clarify that the person who calls the meeting to order in the event that neither the President, any Vice President, or the Secretary are present does not receive any title - they are not a "Secretary Pro Tempore."

Edited by Josh Martin
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