Who on the board has the power to call for an emergency meeting?

[Guest Carean Kaso]

Dear Members,

I am the board secretary for a new nonprofit. The board president sent an email to the board attacking my motives, character and work ethic. In response, I asked the president to call a special meeting. I felt it best to address these accusations in person. Members could then discuss and seek to resolve the matter in whatever manner they chose. Two weeks have passed without any response to my request. I am now asking that another director join me in calling a meeting, as I believe that RONR asserts that any two board directors may call for a emergency meeting. Is this true, and do you agree that this situation constitutes an emergency?

[Joshua Katz]

No, RONR does not say that. It says two committee members may call the first meeting. For a board, it is up to what your bylaws say on special meetings.

[Gary Novosielski]

On 8/9/2023 at 10:24 AM, Guest Carean Kaso said:

Dear Members,

I am the board secretary for a new nonprofit. The board president sent an email to the board attacking my motives, character and work ethic. In response, I asked the president to call a special meeting. I felt it best to address these accusations in person. Members could then discuss and seek to resolve the matter in whatever manner they chose. Two weeks have passed without any response to my request. I am now asking that another director join me in calling a meeting, as I believe that RONR asserts that any two board directors may call for a emergency meeting. Is this true, and do you agree that this situation constitutes an emergency?

No.  The only time RONR refers to "emergencies" is with respect to rapidly adjourning a meeting in the event of fire or riot.  In common usage "emergencies" exist when life or property are in danger.

But none of this matters with respect to your question.  Board meetings (or for that matter, membership meetings) are of two types: regular, and special.  So what you're referring to is a special meeting. 

Special meetings must be authorized in the bylaws or they cannot be held.  The provisions in the bylaws should state who has the authority to call special meetings (often the president -or- a stated number of members), and how much notice is required.  In addition, the actual call of the meeting that is sent to all members must include a clear and specific description of the business for which the meeting is being called, and no other business may be considered at the meeting.

Edited August 9, 2023 at 11:24 PM by Gary Novosielski

[Josh Martin]

On 8/9/2023 at 9:24 AM, Guest Carean Kaso said:

I am now asking that another director join me in calling a meeting, as I believe that RONR asserts that any two board directors may call for a emergency meeting. Is this true?

No, this is not true. RONR provides that a special meeting (RONR does not use the term "emergency meeting") can only be called following the provisions in your bylaws (with one very limited exception which is not applicable here).

"Special meetings can properly be called only (a) as authorized in the bylaws (see 56:36); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see 63:21n9). A section of the bylaws that authorizes the calling of special meetings should prescribe:

1) by whom such a meeting is to be called—which provision is usually in the form of a statement that the president (or, in large organizations, the president with the approval of the board) can call a special meeting, and that he shall call a special meeting at the written request of a specific number of members; and

2) the number of days' notice required. The number of days is computed in the same manner as for regular meetings (see 9:4)." RONR (12th ed.) 9:14

What do your bylaws say in regard to special meetings?

On 8/9/2023 at 9:24 AM, Guest Carean Kaso said:

Do you agree that this situation constitutes an emergency?

Based upon the facts presented at this time, whether this situation is or is not an "emergency" makes no difference in the application of the rules on this subject.