President and VP refusing/ignoring request for special meeting

[Guest Susan Csejka]

Three directors on a Board on which I serve have requested for a special meeting to be called regarding a specific topic which was outlined

in detail...4 days ago. To date, no response from president or vp. They are either refusing and/or ignoring this request. We are still within our

time limit to get notice off to rest of board, but am in a quandry as to what to do next. We would need an answer by Sunday, January 16th to be

within time frame to have Secretary notify rest of Board about this meeting. Please advise, if possible.

[Chris Harrison]

Three directors on a Board on which I serve have requested for a special meeting to be called regarding a specific topic which was outlined

in detail...4 days ago. To date, no response from president or vp. They are either refusing and/or ignoring this request. We are still within our

time limit to get notice off to rest of board, but am in a quandry as to what to do next. We would need an answer by Sunday, January 16th to be

within time frame to have Secretary notify rest of Board about this meeting. Please advise, if possible.

Do the bylaws permit the calling of Special Meetings and if so is there any other process spelled out for someone other then the President or VP to call the meeting? If not, there really isn't anything you can properly do besides wait until the next Board meeting and take care of what needs to be taken care of and then take whatever measures necessary to discipline the President and VP for being derelict in their duties.

[Chris Harrison]

Do the bylaws permit the calling of Special Meetings and if so is there any other process spelled out for someone other then the President or VP to call the meeting? If not, there really isn't anything you can properly do besides wait until the next Board meeting and take care of what needs to be taken care of and then take whatever measures necessary to discipline the President and VP for being derelict in their duties.

If this is something that absolutely cannot wait until the next Board meeting and severe damage will be done if this Special Meeting isn't held you do have an option although you will be violating the bylaws. If you are sure that there is a majority of the Board that agree that this can't wait and that the meeting needs to be held even if the President or VP don't call it you can have the meeting anyway and then ratify the actions taken at the next Board meeting. First, try to contact the President and VP and noting that whatever requirements the bylaws spell out have been met request again they call the Special Meeting. If they still refuse have the Secretary send out the notices anyway and have the Special Meeting. Then at the next Board meeting you can ratify the actions taken.

Before you do this be 100% sure you have the support of a majority of the Board (and of the Membership) because if the Board doesn't ratify the actions they will be null and void and you all could be held responsible for any money spent and you can be subject to discipline whether the actions are ratified or not.

[Guest Susan Csejka]

The Board president has finally, after 5 days being "out of pocket", responded by stating that the date requested by the 3 Directors needs

to be modified per her direction. The original purpose of a meeting was to elect new Board officers 1/2 hour prior to annual general membership

meeting (Saturday AM). We 3 directors requested that the election be held on Thursday, January 20th...the time of our normal Board meeting.

This would give the new officers time to review the materials on the proposed agenda which will include the budget for the new year, as well

other items for membership approval. Hard to review, give reports, etc with a half hour's notice... We 3 directors would like to hold fast

to our request as a matter of principle and not wishing to be steamrollered over...once again by this Board president who seems to want to hold

that gavel as long as possible. Can we hold out for our original date and time.

[hmtcastle]

Can we hold out for our original date and time.

The board can only act at a proper meeting of the board (which can be a kind of catch-22). If the president is authorized to fix the date and time of special meetings, then that's that.

[Gary Novosielski]

The board can only act at a proper meeting of the board (which can be a kind of catch-22). If the president is authorized to fix the date and time of special meetings, then that's that.

But it's a bad bylaws provision to have. It needs to have some sort of "no later than" limitation, or the president could eliminate called meetings by setting the date for some time in 2054.

[hmtcastle]

But it's a bad bylaws provision to have. It needs to have some sort of "no later than" limitation, or the president could eliminate called meetings by setting the date for some time in 2054.

Well, if you're going to authorize one person to make a decision (which, in the case of special meetings, is nearly inevitable), I think you're going to have to trust that officer's integrity. If anything, I suppose this is an argument for more frequent regular meetings. If no one shows up, fine. But the option is there.

A "no later than" provision would not prevent calling a special meeting at a particularly inopportune time.

[Guest Susan Csejka]

Please see here the part of the bylaws that we are working with in regard to my question....again please advise

4.08. Special Meetings. Special Board meetings can be called by the President and shall be called by the President, at the request of any three (3) Directors. A person or persons authorized to call special meetings of the Board can fix any place in the Wimberley area as the place for holding a special meeting. The person or persons calling a special meeting will inform the secretary of the Corporation of the information to be included in the notice of the meeting. The secretary of the Corporation will give notice to the Directors as these bylaws require.

4.09. Notice. Written or printed notice of any special meeting of the Board will be delivered by email to each Director not less than four, nor more than fourteen days before the date of the meeting. The notice will state the place, day, and time of the meeting, who called it, and the purpose or purposes for which it is called.

[Gary Novosielski]

Well, if you're going to authorize one person to make a decision (which, in the case of special meetings, is nearly inevitable), I think you're going to have to trust that officer's integrity. If anything, I suppose this is an argument for more frequent regular meetings. If no one shows up, fine. But the option is there.

A "no later than" provision would not prevent calling a special meeting at a particularly inopportune time.

You're right of course, but in this one case, extra care in crafting the bylaws is called for. After all, the provision for calling special meetings by petition is intended for this exact situation, where the president is against having a meeting but the membership is in favor.

So, if a petition is being used, the animosity of the president toward having the meeting can be presumed. If this were not the case, then anyone could have suggested to the president that a special meeting might be nice, and before you know it they'd have one.

Therefore, the bylaws have to be carefully written so that the president cannot easily wriggle out of the requirement to hold the meeting within a reasonable time. If I'm not mistaken, most societies allow the petitioners to specify the time for the special meeting.

[hmtcastle]

Please see here the part of the bylaws that we are working with in regard to my question....again please advise

Interpretation of bylaws is beyond the scope of this forum but if they say that the president calls the meeting (whether on his own or at the request of other members), then the president calls the meeting. He only seems to be limited in terms of where the meeting is to be held ("any place in the Wimberley area"), not when.

Alternatively, you could try arguing that's it's the petitioners, not the president, who are actually calling the meeting.

[Gary Novosielski]

Interpretation of bylaws is beyond the scope of this forum but if they say that the president calls the meeting (whether on his own or at the request of other members), then the president calls the meeting. He only seems to be limited in terms of where the meeting is to be held ("any place in the Wimberley area"), not when.

Alternatively, you could try arguing that's it's the petitioners, not the president, who are actually calling the meeting.

Yeah, you could try that, but the extra "by the President" is a problem. If they just said "special meetings are called by the president OR by any three directors upon written notice to the secretary", you'd be on firmer ground. This is phrased as a request through the president, which is not as bulletproof.