How to call for a meeting

[TVS]

Our Not for profit organization has 16 Board of Trustees and guidelines are clearly written how a meeting of Board of Trustees can be called.    Our constitution also has a Council of Past Presidents (CPP) where everyone who served as President automatically becomes member.  Currently we have 22 Past Presidents are the member of the committee. The council elects one member as the chairman of the committee for 2 years. 

Issue:   The chair has not called for the committee meeting in entire 2022 where as the constitution states that the Council shall meet quarterly. Chair is required to present a report to General Body which he failed to do.  Chair is the only appointed officer of the council.   The members of the council intend to remove the chair before his second year term starts. 

How the members can call for a meeting and how many votes will be needed to remove the chair.   (note our Constitution & Bylaws regarding CPP does not address this)

[Atul Kapur]

Your CPP would appear to be a standing committee under RONR. 50:21 says

Quote

If some members of the committee believe that the chairman has failed to call this initial meeting or any subsequent meeting when necessary, a meeting of the committee may be called by any two of its members, unless (such as for very large committees) the assembly’s rules or instructions prescribe, or empower the committee itself to require, a larger number.

 

[Gary Novosielski]

On 12/30/2022 at 11:10 PM, trmarwaha said:

How the members can call for a meeting and how many votes will be needed to remove the chair.   (note our Constitution & Bylaws regarding CPP does not address this)

@Atul Kapurhas explained about calling meetings.

As far as removing the chair of this council/committee, I have some questions:

•  What is the function of this council?  It appears to report to the general membership which would be considered its parent body--is that correct?
• Where are the rules concerning this council/committee set down?  Are they part of the bylaws? Of particular interest is the rule about electing the chair.
• What is the exact wording of the term of office of the chair?  Does the rule provide for a fixed term, or does it have any modifiers such as "and/or until a successor has been elected"?
• Is this contemplated removal as a result of a particular incident of malfeasance, or a general dissatisfaction with the chair, or for other reasons?

[Josh Martin]

On 12/30/2022 at 10:10 PM, trmarwaha said:

How the members can call for a meeting

Any two members.

On 12/30/2022 at 10:10 PM, trmarwaha said:

and how many votes will be needed to remove the chair.

That part is more complicated. You say that "The council elects one member as the chairman of the committee for 2 years," but a paraphrase is not sufficient. In order to answer this question, we need to know the exact wording in the constitution used to define the term of office for the chair. The answers to this question will change not only the number of votes required, but will also have a significant effect on the procedure used for removal. For more information, see RONR (12th ed.) 62:16, 50:14.

On 12/31/2022 at 2:25 AM, Gary Novosielski said:

• Is this contemplated removal as a result of a particular incident of malfeasance, or a general dissatisfaction with the chair, or for other reasons?

It appears to me the reasons are that "The chair has not called for the committee meeting in entire 2022 where as the constitution states that the Council shall meet quarterly. Chair is required to present a report to General Body which he failed to do." This would seem to qualify for "neglect of duty in office," which is one of the permitted grounds in the event cause is required. RONR (12th ed.) 62:16

Edited December 31, 2022 at 04:58 PM by Josh Martin