Who can call a meeting of the Board Of Governors

[Guest G Miller]

The Chairman of the board of governors refuses to hold our monthly meeting required by the bylaws because he can't be there. He keeps calling for a vote on Face Book Messenger to cancel the meetings. We have several topics we need to address.  I am the Vice Chair can I call for the meeting? Our Bylaws specifically state we are to utilize Roberts Rules Of Order to govern the club business   

[Richard Brown]

What do your bylaws say about regular meetings and special meetings? Are you supposed to have regular meetings on a regular schedule, such as the second Tuesday of each month? What exactly do your bylaw say about when regular meetings shall be held?

As to special meetings, exactly what do your bylaws say about calling a special meeting and who is authorized to call one?  

We really need more information in order to answer your questions.

[Guest G Miller]

On 2/7/2023 at 2:12 PM, Richard Brown said:

What do your bylaws say about regular meetings and special meetings? Are you supposed to have regular meetings on a regular schedule, such as the second Tuesday of each month? What exactly do your bylaw say about when regular meetings shall be held?

As to special meetings, exactly what do your bylaws say about calling a special meeting and who is authorized to call one?  

We really need more information in order to answer your questions.

Article Ten

Meetings

Section One – Robert’s Rules of Order shall govern meeting procedure.

Section Two – The annual meeting for the election of officers shall be in April. The general membership will be notified 30 days prior to this meeting.

Section Three – The Board will meet monthly to conduct regular business. Other meetings may be called by the Board.

Section Four – A quorum for conducting business of a meeting of the general membership shall consist of a simple majority of members present by proxy.

Section Five – The Board of Governors meetings are open to all club members. Attendees may not comment or participate unless they have been approved and added to the agenda prior to the meeting. Persons wishing to present to the Board should contact one of the members of the Board with an agenda.

[Gary Novosielski]

These rules do not specify the quorum for board meetings, so I'd assume it is a majority of the number of current members of the board.

The quorum requirement for general membership meetings is absurd. It is specified as a majority of the members present.  It is impossible for the number of members present to be less than a majority of the members present, whether by proxy or in person.

The rules provide that board meetings are to be held monthly.  The board has the power to call "other" meetings, presumably special meetings, but does not say whether these are board meetings, general membership meetings, or both.  It also fails to specify how many days of previous notice are required for these meetings.  RONR only says that a "reasonable" amount of time is required.

Nobody, at least in these quoted portions, is authorized to cancel monthly board meetings, and there is nothing there authorizing the holding of meetings or votes via Facebook.  Presumably proxies are authorized somewhere else in the bylaws because they are mentioned here without specific authorization, and RONR does not allow them.

Ultimately, it will be up to your organization to interpret your bylaws, which must be done in context, but a naïve reading of these sections reveals no authorization for the president to take extraordinary actions such as these for no apparent reason.  If the rules in RONR apply, the absence of the president is no reason to cancel a required meeting.  That's presumably why there is a vice-president.  

Edited February 9, 2023 at 03:32 PM by Gary Novosielski

[Josh Martin]

On 2/7/2023 at 12:06 PM, Guest G Miller said:

The Chairman of the board of governors refuses to hold our monthly meeting required by the bylaws because he can't be there. He keeps calling for a vote on Face Book Messenger to cancel the meetings. We have several topics we need to address.  I am the Vice Chair can I call for the meeting? Our Bylaws specifically state we are to utilize Roberts Rules Of Order to govern the club business   

It's somewhat unclear to me whether the meetings in question are already scheduled.

If the meetings have already been scheduled, I don't think there is a need for you to "call" for the meeting because the meeting has already been called. But the meeting can and should be held at the scheduled time, and if the chair fails to show up, you would preside over the meeting. It would seem prudent to inform members that the meeting shall be held as required, notwithstanding the chair's erroneous announcements to the contrary. The chair does not have the authority to cancel a meeting unless the bylaws so provide.

On the other hand, if the meetings have not yet been scheduled, then I think the situation is more complicated. The bylaws simply provide that "The Board will meet monthly to conduct regular business. Other meetings may be called by the Board." But it's not entirely clear how the monthly meetings are scheduled. So I do not know who would call such a meeting in the event that it has not yet been scheduled.

I would also note that "a vote on Face Book Messenger" is of no validity unless your bylaws authorize the board to conduct business in this manner.

In the long run, it would be prudent to amend the bylaws to provide clarity and detail in regard to how board meetings are scheduled, as well as other matters.

Edited February 9, 2023 at 04:28 PM by Josh Martin

[Guest G Miller]

On 2/9/2023 at 11:26 AM, Josh Martin said:

It's somewhat unclear to me whether the meetings in question are already scheduled.

If the meetings have already been scheduled, I don't think there is a need for you to "call" for the meeting because the meeting has already been called. But the meeting can and should be held at the scheduled time, and if the chair fails to show up, you would preside over the meeting. It would seem prudent to inform members that the meeting shall be held as required, notwithstanding the chair's erroneous announcements to the contrary. The chair does not have the authority to cancel a meeting unless the bylaws so provide.

On the other hand, if the meetings have not yet been scheduled, then I think the situation is more complicated. The bylaws simply provide that "The Board will meet monthly to conduct regular business. Other meetings may be called by the Board." But it's not entirely clear how the monthly meetings are scheduled. So I do not know who would call such a meeting in the event that it has not yet been scheduled.

I would also note that "a vote on Face Book Messenger" is of no validity unless your bylaws authorize the board to conduct business in this manner.

In the long run, it would be prudent to amend the bylaws to provide clarity and detail in regard to how board meetings are scheduled, as well as other matters.

The meetings are scheduled for the 2nd Monday of every month at the beginning of our term which is June 1 - May 31. The Chair canceled it because we had an event coming up that needed to be planned I wanted to call for us to meet on another day several other board members agreed he refused and said we didn't need the meeting that we could vote on the issues via Facebook. Our bylaws do reference voting by formally giving our proxy to someone or over the phone but not on Facebook. I guess my question is because the bylaws say additional meetings may be called by the board can anyone on the board plan a meeting?  

[Josh Martin]

On 2/10/2023 at 11:32 AM, Guest G Miller said:

The meetings are scheduled for the 2nd Monday of every month at the beginning of our term which is June 1 - May 31. The Chair canceled it because we had an event coming up that needed to be planned I wanted to call for us to meet on another day several other board members agreed he refused and said we didn't need the meeting that we could vote on the issues via Facebook.

Thank you for this clarification. Based on these additional facts, I would note that the meeting is not, in fact, canceled, notwithstanding the chair's erroneous statement to the contrary. A meeting is still scheduled for the 2nd Monday of the month, which means the next meeting is this coming Monday, February 13. Nothing in your rules appears to grant the chair the authority to cancel meetings, and neither does anything in RONR.

If it is desired for the board to reschedule the meeting, what should be done is to still hold the meeting on Monday, February 13, but at that time the board may then determine to hold an "adjourned meeting" for a later date. This action may be taken even in the absence of a quorum.

On 2/10/2023 at 11:32 AM, Guest G Miller said:

Our bylaws do reference voting by formally giving our proxy to someone or over the phone but not on Facebook.

I would first double-check applicable law about the proxy provision, because permitting proxies for a board would be rather unusual.

In any event, however, if your bylaws permit holding meetings over the phone, but not on Facebook, it would appear the chair is not correct that "we could vote on the issues via Facebook."

On 2/10/2023 at 11:32 AM, Guest G Miller said:

I guess my question is because the bylaws say additional meetings may be called by the board can anyone on the board plan a meeting?  

No, I do not think "any member of the board" is a reasonable interpretation of "the board." Rather, my interpretation would be that the provision only authorizes the board itself to schedule additional meetings, by majority vote at a regular or properly called meeting with a quorum present.

As previously noted, however, RONR also provides the ability to schedule "adjourned meetings." That action may also only be done by the board, by majority vote at a regular or properly called meeting, but this action may be taken in the absence of a quorum.

[Richard Brown]

On 2/10/2023 at 11:32 AM, Guest G Miller said:

The meetings are scheduled for the 2nd Monday of every month at the beginning of our term which is June 1 - May 31. The Chair canceled it because we had an event coming up that needed to be planned

The chair (or the president) does not have the unilateral authority to "cancel" or "postpone" meetings unless your bylaws give him this authority.  I've seen no evidence that they do.  The meetings should be held as scheduled.  If the president isn't there, the vice president can call the meeting to order and preside.  If the VP is absent, the secretary calls the meeting to order and the assembly elects a chair pro tem to preside at the meeting.

On 2/10/2023 at 11:32 AM, Guest G Miller said:

I wanted to call for us to meet on another day several other board members agreed he refused and said we didn't need the meeting that we could vote on the issues via Facebook

You should have met on the day the meeting was scheduled for.  You can set another meeting only as permitted in your bylaws.  Who can call special meetings?  Also, you can't vote via Facebook unless your bylaws have authorized electronic meetings or email or some other form of electronic absentee voting.

 

On 2/10/2023 at 11:32 AM, Guest G Miller said:

I guess my question is because the bylaws say additional meetings may be called by the board can anyone on the board plan a meeting?  

No, almost certainly not.  If the bylaws say the "board" may call special or "other" meetings, that means the board as a whole, by majority vote or possibly by a majority of board members joining in with a written request for a meeting.  It does not mean that one board member acting alone has that authority.