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Special Board Meetings


Guest Ed

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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.

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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.

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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).

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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?

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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)

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