Not an agenda item

[Jay M]

Our not for profit constitution provides a clause: 

"A special meeting of the Board of Trustees may be called by or at the request of the President, or any six (6) trustees. Special meetings of the Board of Trustees shall be held at the principal office of the corporation."  "The purpose of any special meeting of the Board shall be specified in the notice of waiver or notice of such meeting."

My question is when six trustees called for a special board meeting with an agenda items of president's gross violations of constitution and bylaws ,they did not mention in the agenda to take him out as president,  Still can they pass a resolution to take him out as president even though the Special meeting of the board of the trustees called for did not mention to impeach him.

Thanks

Jay

[Dan Honemann]

On 3/18/2023 at 5:42 PM, Jay M said:

Our not for profit constitution provides a clause: 

"A special meeting of the Board of Trustees may be called by or at the request of the President, or any six (6) trustees. Special meetings of the Board of Trustees shall be held at the principal office of the corporation."  "The purpose of any special meeting of the Board shall be specified in the notice of waiver or notice of such meeting."

My question is when six trustees called for a special board meeting with an agenda items of president's gross violations of constitution and bylaws ,they did not mention in the agenda to take him out as president,  Still can they pass a resolution to take him out as president even though the Special meeting of the board of the trustees called for did not mention to impeach him.

Thanks

Jay

Well, first of all. "take him out as president" and "impeach him" are two different things, but in any event, neither can be done unless doing so has been specified in the call of the meeting as being the purpose for which the meeting was called.  It doesn't look as if this is the case.

[Jay M]

On 3/18/2023 at 6:13 PM, Dan Honemann said:

Well, first of all. "take him out as president" and "impeach him" are two different things, but in any event, neither can be done unless doing so has been specified in the call of the meeting as being the purpose for which the meeting was called.  It doesn't look as if this is the case.

Thanks for you response Dan, I wonder what is correct wording in the agenda should be to remove a president ? thanks in advance

[Gary Novosielski]

On 3/18/2023 at 8:29 PM, Jay M said:

Thanks for you response Dan, I wonder what is correct wording in the agenda should be to remove a president ? thanks in advance

I think it would be well to include a citation in the bylaws or parliamentary authorityunder which the motion will be made.  If you can't state that, it's quite possible you don't have the capability to do so.

Be aware that for a special meeting, the specific description of the business to be transacted must be stated in the call of the meeting.  Do not confuse this will a requirement for previous notice, or the contents of an agenda.  (see 9:16)

Edited March 19, 2023 at 06:08 PM by Gary Novosielski
include citation

[Richard Brown]

On 3/18/2023 at 4:42 PM, Jay M said:

can they pass a resolution to take him out as president even though the Special meeting of the board of the trustees called for did not mention to impeach him.

Agreeing with my colleagues, the short answer is “no, they cannot“. 

[Richard Brown]

On 3/18/2023 at 7:29 PM, Jay M said:

I wonder what is correct wording in the agenda should be to remove a president ?

It’s not an agenda that it needs to be in. It needs to be in the “call of the meeting“. Appropriate wording would be, “a special meeting of the board of trustees has been called by six members of the board for April 15, 2023, at 7 PM at the clubhouse to consider a motion to remove the president from office pursuant to article 4, section 3 of the bylaws”.