Guest Ed Posted June 18, 2010 at 01:45 AM Report Share Posted June 18, 2010 at 01:45 AM Can the President call a Board meeting at any time ?Also does the President have to inform said board members of the reasons or agenda of meeting ? Link to comment Share on other sites More sharing options...
Chris Harrison Posted June 18, 2010 at 03:15 AM Report Share Posted June 18, 2010 at 03:15 AM Special meetings can only be called if the bylaws specifically provide for them (and they should spell out the details on who can call them and any notice requirements) and only business included in the call of the meeting can be validly conducted. See RONR pp. 89-90 for details. Link to comment Share on other sites More sharing options...
Rev Ed Posted June 18, 2010 at 03:24 AM Report Share Posted June 18, 2010 at 03:24 AM Of course the agenda for the meeting, or the by-law allowing special meetings, may allow for "New Business" although it is should not as it is a special (and not regular) meeting. Link to comment Share on other sites More sharing options...
Tim Wynn Posted June 18, 2010 at 03:49 AM Report Share Posted June 18, 2010 at 03:49 AM Of course the agenda for the meeting, or the by-law allowing special meetings, may allow for "New Business" although it is should not as it is a special (and not regular) meeting.Of course? Link to comment Share on other sites More sharing options...
Guest jsg31 Posted June 18, 2010 at 04:21 AM Report Share Posted June 18, 2010 at 04:21 AM Allow me an add-on question, which might be out of scope. This is more of a technicality of the bylaws, and the possible circumvention of an explicit allowance for special meetings: In my group's bylaws, under Article IV: MEETINGS, section 3 states, "Additional meetings of the membership may be called by the president or a majority of the Board." However, Article V is about the Board of Directors, and makes no mention of special meetings, only that "the board shall meet at least six times per year at a time mutually agreed upon by the members." My question about a loophole: Since the Board is comprised of members, and the special meeting allowance is termed "additional meetings of the membership", can this board get away with calling a special meeting? Any help would be immensely appreciated. Link to comment Share on other sites More sharing options...
hmtcastle Posted June 18, 2010 at 12:05 PM Report Share Posted June 18, 2010 at 12:05 PM My question about a loophole: Since the Board is comprised of members, and the special meeting allowance is termed "additional meetings of the membership", can this board get away with calling a special meeting? Any help would be immensely appreciated.While it is unusual for bylaws to authorize special meetings of the general membership but not of the board, that's certainly a possibility (even if it's just the unintended consequence of poorly-written bylaws).As always, the proper interpretation of bylaws requires reading them in their entirety, something that's beyond the scope and purpose of this forum. Link to comment Share on other sites More sharing options...
Trina Posted June 18, 2010 at 01:35 PM Report Share Posted June 18, 2010 at 01:35 PM Allow me an add-on question, which might be out of scope. This is more of a technicality of the bylaws, and the possible circumvention of an explicit allowance for special meetings: In my group's bylaws, under Article IV: MEETINGS, section 3 states, "Additional meetings of the membership may be called by the president or a majority of the Board." However, Article V is about the Board of Directors, and makes no mention of special meetings, only that "the board shall meet at least six times per year at a time mutually agreed upon by the members." My question about a loophole: Since the Board is comprised of members, and the special meeting allowance is termed "additional meetings of the membership", can this board get away with calling a special meeting? Any help would be immensely appreciated.I don't see a 'loophole' in the language you've quoted. Membership meetings and board meetings are two independent things. A board meeting simply IS NOT a membership meeting, even if all the board members are also general members. The board, using its designated power to call a special meeting of the membership, is NOT authorized to send such a call out only to those members who happen to also be board members (which, I think, is what you are imagining). Link to comment Share on other sites More sharing options...
Josh Martin Posted June 18, 2010 at 03:01 PM Report Share Posted June 18, 2010 at 03:01 PM Of course the agenda for the meeting, or the by-law allowing special meetings, may allow for "New Business" although it is should not as it is a special (and not regular) meeting.A special meeting likely has no need for an agenda at all. Link to comment Share on other sites More sharing options...
jsg31 Posted June 18, 2010 at 06:12 PM Report Share Posted June 18, 2010 at 06:12 PM Thanks for the assistance indeed, as this is a bit off the original topic. Just to provide a bit more context, my board did call a "special meeting" for next week. Further, they did not state clearly the topic, nor did they invite all board members. Unfortunate for many contentious boards, the ones not invited are against the matter to be discussed (expulsion of a particular board member, though with no legitimate grounds...) Granted, there are much bigger problems brewing here, but I am looking for all possible intrepretations to investigate what actions to consequentially take, though the meeting would fundamentally be null and void. Any further suggestions, if I may ask? Link to comment Share on other sites More sharing options...
Josh Martin Posted June 18, 2010 at 06:28 PM Report Share Posted June 18, 2010 at 06:28 PM Thanks for the assistance indeed, as this is a bit off the original topic. Just to provide a bit more context, my board did call a "special meeting" for next week. Further, they did not state clearly the topic, nor did they invite all board members. Unfortunate for many contentious boards, the ones not invited are against the matter to be discussed (expulsion of a particular board member, though with no legitimate grounds...) A Point of Order may be raised at any meeting that these actions are null and void on the grounds that the Bylaws do not provide for special meetings to be called, the call of the meeting did not state the purpose, not all members of the board were notified, and quite possibly also regarding the disciplinary procedure itself. (RONR, 10th ed., pg. 89, lines 15-17, 25-27; pg. 90, lines 18-19; pg. 255, lines 13-15, 22-28; pg. 244, lines 4-8, 21-26) Under RONR, disciplinary authority rests with the general membership unless the Bylaws provide otherwise. (RONR, 10th ed., pg. 465, lines 26-30; pg. 466, lines 7-14) The chair's ruling on the Point of Order may be appealed, and a majority vote is needed to overturn the chair's ruling. (RONR, 10th ed., pg. 247, lines 19-25; pg. 250, lines 9-13) Link to comment Share on other sites More sharing options...
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