Calling a meeting of Directors when President and Secretary have resigned.

[Guest Don Asch]

Bylaws provide that meetings of the Board of Directors must be called by either the President or Secretary. However, the President has resigned and the Secretary refuses to call a meeting. The majority of the Directors wish to have a meeting called to elect a new President.. What are their options?

[puzzling]

On resignation of the president the vice president takes over. 

If there was  an vice president (now president) he can call a meeting 

[Josh Martin]

On 6/29/2023 at 8:08 PM, Guest Don Asch said:

Bylaws provide that meetings of the Board of Directors must be called by either the President or Secretary. However, the President has resigned and the Secretary refuses to call a meeting. The majority of the Directors wish to have a meeting called to elect a new President.. What are their options?

What is the exact wording of the bylaws in this matter?

Also, I'm not sure it is correct that you have no President. Unless the bylaws specifically provide otherwise, the Vice President automatically becomes President in the event of a vacancy.

"In case of the president's resignation, death, or removal, the vice-president automatically becomes president for the remainder of the term, unless the bylaws expressly provide otherwise for filling a vacancy in the office of president (see also 56:32)." RONR (12th ed.) 47:28, emphasis in original

[Guest Don]

Secretary is also the Vice President.

[Gary Novosielski]

On 6/30/2023 at 12:13 PM, Guest Don said:

Secretary is also the Vice President.

Then the former secretary is President, and there is a vacancy in the office of Secretary (and the office of Vice President).  But you still seem to have yourself painted into a corner.  

What are the procedures for calling a meeting of the Membership, as opposed to the Board?

Edited June 30, 2023 at 04:31 PM by Gary Novosielski

[Josh Martin]

On 6/30/2023 at 11:13 AM, Guest Don said:

Secretary is also the Vice President.

Oh. Well, then the Secretary is now also the President, and there is a vacancy in at least the office of Vice President and maybe also the Secretary.

But once again, what is the exact wording in the bylaws relating to calling a special meeting?

On 6/30/2023 at 11:19 AM, Gary Novosielski said:

Then the former secretary is President, and there is a vacancy in the office of Secretary (and the office of Vice President).  But you still seem to have yourself painted into a corner.  

I don't think there is automatically a vacancy in the office of Secretary (unless the bylaws prohibit a person from holding both offices), but certainly the President/Secretary may wish to resign from the office of Secretary.

[Guest Don]

"Special meetings of the board Shall be held upcn notice to the directors and may be called by the president upon ten days' notice to .each director either personally or by mail Or by. electronic means; special meetings shall be called by 'the president or by the secretary in a like manner on written request of two directors. "

[Josh Martin]

On 6/30/2023 at 3:58 PM, Guest Don said:

"Special meetings of the board Shall be held upcn notice to the directors and may be called by the president upon ten days' notice to .each director either personally or by mail Or by. electronic means; special meetings shall be called by 'the president or by the secretary in a like manner on written request of two directors. "

Is it possible to wait until the next regular meeting? I'd recommend that, if at all possible. That seems to be the only solution that is entirely consistent with the bylaws.

Failing that, I suppose the next best solution is for two board members to themselves send the notice to all directors, noting in the notice their attempts to have the President/Secretary send the notice and the President/Secretary's refusal to do so. If the President/Secretary is litigious, however, you might also want to run this by a lawyer to see if it would hold up in court.

In any event, whenever it is possible to meet, it's probably a good idea to consider firing the President/Secretary. Check your bylaws for procedures for removal or, if they are silent, see FAQ #20.