Who can call a meeting?

[thinkwell]

Would appreciate any insights on this:

We know a chair can call a meeting and that the chair is traditionally the person who does.

But are there are rules about whether a majority of a board can also call a meeting? (picture a situation where a majority of the board membership wants to do something - take a particular action - that the chair does not).

Did not manage to find info that speaks to this in the rules. (sorry if I missed it!).

Thanks for any help!

[Kim Goldsworthy]

We know a chair can call a meeting and that the chair is traditionally the person who does.

FALSE.

Are there are rules about whether a majority of a board can also call a meeting?

Yes!

The rule is, "YOU CAN'T!"

Special meetings (called meetings; meetings between regular meetings) are not allowed.

[hmtcastle]

But are there are rules about whether a majority of a board can also call a meeting?

Special ("called") meetings are prohibited unless your bylaws specifically permit them. If they do, they should also indicate who can call them and how they are to be called (i.e. how much notice is required).

If special meetings are not authorized in your bylaws, you're limited to the regular (e.g. monthly) meetings.

[Trina]

Would appreciate any insights on this:

We know a chair can call a meeting and that the chair is traditionally the person who does.

But are there are rules about whether a majority of a board can also call a meeting? (picture a situation where a majority of the board membership wants to do something - take a particular action - that the chair does not).

Did not manage to find info that speaks to this in the rules. (sorry if I missed it!).

Thanks for any help!

To expand a bit on Mr. Goldsworthy's reply, special (called) meetings are only allowed if your bylaws say they are. The bylaws should further specify who can call them, and how much notice is required. If your bylaws are silent, no one, including the chair, has any default right to call a special meeting. (see RONR p. 89 ll. 25-27 for confirmation)

[thinkwell]

Hi Kim. Thanks for writing. Can you shed light? I've worked for and been on several boards, and the chairs call meetings in addition to the regular schedule when there is urgent work to be done, so long as proper notice is given when the board is subject to sunshine requirements.

What I'm more concerned about, however, is the matter of who can call a meeting though I am clear re: your take that no one can........

[hmtcastle]

Hi Kim. Thanks for writing. Can you shed light?

Mr. Goldsworthy is only stating the RONR default. Many, if not most organizations have some provision in the bylaws for calling special meetings. Indeed, the sample bylaws in RONR contain such a provision.

So check your bylaws.

[thinkwell]

Thank you ever so much for your kindness in replying so quickly! I understand and will research accordingly. Many many thanks.

[thinkwell]

May I take this one step further? I really appreciate the wisdom on this site.

What if the chair doesn't wnat to meet for the regularly scheduled monthly meetings - can a majority of the board decide to meet on that regularly scheduled day and take action assuming they have a quorum?

[Trina]

May I take this one step further? I really appreciate the wisdom on this site.

What if the chair doesn't wnat to meet for the regularly scheduled monthly meetings - can a majority of the board decide to meet on that regularly scheduled day and take action assuming they have a quorum?

Of course. In fact, it's more automatic than that, as there is no mechanism under RONR to cancel a scheduled meeting. The other members don't have to make any concerted decision ahead of time -- if enough assemble to reach quorum, they have full power to take action at the meeting. If not enough assemble to reach quorum, the meeting is still held; however, it is limited in what it is allowed to do. The presence of the chair is decidedly unnecessary. Just elect someone to act as chair pro tem (i.e. for the duration of the meeting).

[David A Foulkes]

Of course. In fact, it's more automatic than that, as there is no mechanism under RONR to cancel a scheduled meeting.

Or even a special meeting, for that matter.

You might want to take a look at FAQ #20 elsewhere on this site, and read Chapter XX in RONR (10th Ed.). It seems like you might want to get yourself a new President.

[hmtcastle]

If not enough assemble to reach quorum, the meeting is still held; however, it is limited in what it is allowed to do.

And, just to take it one step further, one of those few things that can be done without a quorum is to adjourn the meeting to a later, more convenient date. That second meeting will be a continuation of the first so, while not strictly a "special" meeting, it can be held on a "non-regular" day.

[thinkwell]

Thank you ever so much for your time and knowledge. It is truly appreciated.