Special Meeting of the Board of Directors

[Guest Debbie]

I wrote earlier about a motion that passed at a recent BOD meeting in which the Board denied an application for membership in our association. A few days later, the President wrote to the Board and asked them to reconsider their vote. The response I received on this Board was that since formal action had been taken, there reconsideration was not an option, however, the member could reapply and discussion would ensue. The President has just called for a special meeting of the Board to discuss the matter again -- the applicant has not reapplied. She is citing Roberts Rules for this. Unfortunately, I do not have a copy of Roberts Rules or Order. Can someone point me to the proper authority that says once formal action has been taken, the vote can not reconsidered and can someone point me to the proper authority that says the President can call a special meeting to discuss something that has already been voted on? I believe that the President's conduct in calling this meeting is ultra vires. She is supposed to remain impartial. Many thanks for your help!

[Robert B Fish]

Can someone point me to the proper authority that says once formal action has been taken, the vote can not reconsidered...

They can't point you to that rule in RONR because it's not there. Admission to membership cannot be rescinded; denial of a motion to admit someone can be renewed at the very next meeting.

can someone point me to the proper authority that says the President can call a special meeting to discuss something that has already been voted on?

That would be found in your bylaws. Unless your bylaws allow having special meetings, you cannot have them. If the bylaws do allow having special meetings, those procedures must be followed.

However, "RELATION OF A SESSION'S FREEDOM TO THE RENEWABILITY OF MOTIONS. The conditions under which a motion can be renewed - that is, can be introduced as if new after having previously been made and disposed of without adoption-are closely related to the freedom of each new session, and to the distinction between a meeting and a session. As stated in 38 and on page 82, the same or substantially the same question cannot be brought up a second time during the same session except by means of the parliamentary motions that bring a question again before the assembly. At AT ANY LATER SESSION, on the other hand, any motion that is still applicable can normally be renewed unless it has come over from the previous session (by one of the four procedures mentioned on page 88 under Regular Meeting, below) as not finally disposed of (see also 38, where the renewal of motions is fully discussed). [Page 86, emphasis added]

I believe that the President's conduct in calling this meeting is ultra vires.

Assuming she can point to a section of the bylaws that allow her to call special meetings, she is very much within powers.

-Bob

[Kim Goldsworthy]

I wrote earlier about a motion that passed at a recent BOD meeting in which the Board denied an application for membership in our association.

A few days later,

the President wrote to the Board and asked them to reconsider their vote.

The response I received on this Board was that since formal action had been taken, there reconsideration was not an option,

however, the member could reapply and discussion would ensue.

The President has just called for a special meeting of the Board to discuss the matter again --

the applicant has not re-applied

She is citing Roberts Rules for this.

Unfortunately, I do not have a copy of Roberts Rules or Order.

Can someone point me to the proper authority that says once formal action has been taken, the vote can not reconsidered and can someone point me to the proper authority that says the President can call a special meeting to discuss something that has already been voted on?

I believe that the President's conduct in calling this meeting is ultra vires.

Your president is citing the wrong principle involved.

Two points.

See page 305.

• To make a motion To Reconsider (a defeated proposal), a member must have voted in the negative.

Your president (likely) did not vote in the negative.

Therefore, your president cannot make a motion To Reconsider.

• To make a motion To Reconsider, you must make your motion in the SAME MEETING (The Book says, "... a session of one day, such as an ordinary meeting of a club ...").

Your president did not, nor did anyone else (I assume) make the motion To Reconsider.

Therefore, your president cannot make a motion To Reconsider.

***

You will not find the term "ultra vires" in RONR (Tenth Edition 2000).

However, you will find the occasional term, "less authority," and "not under the authority," and "no authority".

[Guest Debbie]

Thank you very much! I also note that our bylaws do not cover "special meeting of the board of directors." It does say that the President can call a special meeting of the membership and may hold such other meetings as the President may call. Would this special meeting fall under that particular bylaw?

Thanks!

[Chris Harrison]

Thank you very much! I also note that our bylaws do not cover "special meeting of the board of directors." It does say that the President can call a special meeting of the membership and may hold such other meetings as the President may call. Would this special meeting fall under that particular bylaw?

Thanks!

The General Membership is not the Board so even though a Special Meeting is allowed for the GM that would not extend to the Board. However, the language " may hold such other meetings as the President may call" throws a monkey wrench in the works which you all will need to look to RONR pp. 570-573 for an answer. I understand you don't have a copy of RONR but I would highly recommend you purchase a copy because it will be a matter of time before you will need it again.

[David A Foulkes]

Thank you very much! I also note that our bylaws do not cover "special meeting of the board of directors." It does say that the President can call a special meeting of the membership and may hold such other meetings as the President may call. Would this special meeting fall under that particular bylaw?

Thanks!

For a typical organized society, there are two basic types of meetings: regular and special. A few others (Adjourned, Annual, Executive Session) noted in RONR are essentially variations on these. These two basic types can apply to both the general membership and the Board. The regular meetings should be denoted in the bylaws so that everyone knows when they happen. Special meetings, or "called" meetings, must be authorized by the bylaws, which must denote which group can meet and who can call them, along with a few other details.

Given this, the phrase "hold such other meetings as the President may call" is a bit muddy. What "other" meetings would/could the President "call", if not Special Meetings? And since the bylaws apparently do specify she can call Special Meetings of the membership, it would see a good idea to amend the bylaws to clarify the rest of that section if it is desired that she can call Special Meetings of the Board.

[Guest Debbie]

I find it incredible that this particular president just informed the board that because a formal motion was not made to disapprove her application, her special meeting to vote will stand. Even though the board voted not to approve the member. Really? Really?

[Chris Harrison]

I find it incredible that this particular president just informed the board that because a formal motion was not made to disapprove her application, her special meeting to vote will stand. Even though the board voted not to approve the member. Really? Really?

First, ask her to cite something that gives her the authority to call a Special Meeting of the Board even though the bylaws only allow Special Meetings of the GM? Next, ask her (rhetorically) what good would moving that the application be disapproved do? If the motion is defeated does that mean that the application has been approved?