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Q: Parliamentary Procedures ( Answered,   0 Comments )
Subject: Parliamentary Procedures
Category: Reference, Education and News > General Reference
Asked by: sealord-ga
List Price: $50.00
Posted: 04 Apr 2003 22:44 PST
Expires: 04 May 2003 23:44 PDT
Question ID: 186285
Where can I find guidance on the proper procedure to follow when a
Board of Directors (an mostly the Chairman)exceed their limits of
authority? Our organization has very clear by-laws and follow Robert's
Specifically: A proper request has been submitted for a special
membership meeting (which he is against because the agenda includes
improper board actions)
He ignores the request, and instructs the secretary not to announce
the meeting.

Subject: Re: Parliamentary Procedures
Answered By: angy-ga on 05 Apr 2003 03:31 PST
Hi, sealord-ga!

I empathise with your position, having seen this happen on more than
one occasion.

It is always really difficult to know how to proceed when a board and
membership feel very differently about issues, especially if you are a
social or voluntary organisation. Members tend to feel left out of
board decisions made on their behalf, and board members tend to feel
that they are the ones doing all the work and that they are the only
ones in touch with the real issues, and they forget that their
position is subordinate to the membership.

 An early edition of Robert's Rules which makes this quite clear can
be found online at:

Note: this site uses frames:

"Boards of Managers or Directors, Boards of Trustees, Executive
Committees, etc. Committees of this class are essentially small
deliberative assemblies, subordinate to the body that appoints them,
with their duties and authority, and the number of their regular
meetings and their quorums, defined by the parent body, or by its
authority. Boards or Committees of this class are usually appointed by
organizations that meet only annually or quarterly. With such an
organization it is customary and necessary to delegate to a committee,
usually known as the Board of Managers or Directors, all its
authority, with slight limitations, to be exercised between its
meetings. ...... It is usual to authorize the Board to appoint from
its membership an Executive Committee of a specified number who shall
have all the power of the Board between the meetings of the Board,
just as the Board has all the power of the Society between the
meetings of the Society, except that the subordinate body cannot
modify any action taken by its superior. "

A typical clause for calling a Special General Meeting can be found on
the website of the Canadian Association of Insolvency and
Restructuring Professionals at:

They say:

"Special general meetings of the Association shall be held by order of
the Secretary-Treasurer when directed by resolution of the Board, or
as soon as conveniently possible by order of the Secretary-Treasurer
after a requisition is delivered to the Secretary-Treasurer signed by
twenty-five (25) or more general members, for such purposes or the
transaction of such business as may be specified in the resolution or

A similar clause relating to the University of Alberta Student Union
is at:

"A Special General Meeting of the Students' Union shall be held if the
Speaker of the Students' Union receives a petition requesting that a
Special General Meeting be held signed by at least five hundred (500)
full or associate Students' Union members.

Petition 3. A petition requesting a Special General Meeting must state
a specific issue to be discussed and must be in the form of a motion.

Other organisations specify a different number, or a percentage  such
as two-thirds of the membership. The crucial point is that such a
meeting MUST be held by order of the specified official and the
Chairman does not come into it. Unless your constitution specifically
gives the Chairman authority in this case, he cannot direct the
Secretary to ignore the request as long as it is presented in proper
form and with the specified number of authorised signatures of
members. To do so is almost certainly in breach of your constitution.

The crucial thing is to make sure the request is in proper form as
laid down in your own constitution - i.e. it may need to use specific
phrasing, include specific details of each signatory, or enclose a sum
of money for each signatory. It is not enough to assume that a member
doesn't need to attach his address (for example) because everyone
knows who he is. A hostile board can legitimately reject the request
on just such a technicality.

Some constitutions also lay down circumstances in which a Special
General Meeting is held to be inappropriate eg. within a very short
time of the last Anuual General Meeting. An example of this is at the
Nationwide Building Society's site:

"The Society will not call a Special General Meeting: 
where the only or main purpose of the meeting is to move a resolution
which is in substantially the same terms as any resolution which has
been defeated during the period starting with the third Annual General
Meeting before the Society receives the request to call the meeting
to be held during the period of four months beginning one month after
the end of the Society's financial year."

However, if your request for a Special General Meeting is absolutely
correctly presented, the Chairman is almost certainly acting
improperly by rejecting it.  In this country (Australia) he would be
laying himself open to legal action by blocking the meeting, though
you will probably not want to consider that unless there are very
serious issues indeed to be addressed. A stiff legal letter might work
wonders, though. Equally, a legal letter to the Secretary might help
by giving him or her a face-saving reason to explain calling the
meeting against the instructions of the Chairman with whom they have
to work.

CIPA also have a specific clause in their constitution regarding the
removal of board members,

and it would be unusual if you do not have something similar in place.
Unfortunately  theirs requires an internal  vote of board members
themselves, so if yours is similar you may not get much from this if
the Chairman and the Board are in agreement with each other - but it
might still be worth approaching individual board members to see where
they stand.

If you are forced to wait until the Annual General Meeting, or another
regular meeting involving the general membership, when you may well
find the agenda has been drawn up so as not to address your issues, it
may be possible to tackle this problem by making a special order
within the regular meeting. Roberts explains this:

"To Make a Special Order requires a two-thirds vote, because it
suspends all rules that interfere with its consideration at the
specific time, except those relating to motions for adjournment or
recess, or to questions of privilege or to special orders made before
it was made. A pending question is made a special order for a future
time by "Postponing it and making it a special order for that time."
.... If the question is not pending, the motion to make it a special
order for a certain time is a main motion, debatable, amendable, etc.
The member desirous of making it a special order should obtain the
floor when nothing is pending, and business of that class, or new
business, is in order, and say, "I move that the following resolution
be made the special order for [specifying the time]," and then reads
the resolution and hands it to the chair. Or he may adopt this form:
"I offer the following resolution, and move that it be made a special
order for the next meeting." Or, in case a committee has been
appointed to submit a revision of the constitution, the following
resolution may be adopted: "Resolved, That the revision of the
constitution be made the special order for Thursday morning and
thereafter until it is disposed of." Another way of making special
orders is by adopting a program, or order of business, in which is
specified the hour for taking up each topic."

Check whichever edition of the Rules your group follows for the
applicable implementation of this strategy.

If the issue is one of accounting, you will probably find in your
constitution a clause allowing a member to examine the books after
filing a proper request. Unless you feel the last external audit was
inaccurate, this is probably not worth doing, but otherwise find a
member who really knows about accounting procedures to make the

I would suggest the following plan of action:

1. Consider if the issues that concern you involve possible criminal
activity. If so, hand it over to the relevant authorities to

2. If the issues are  those of mismanagement, consider how long it is
before the next Annual General Meeting, and whether the issues really
can wait until then for resolution, no matter how upset people
currently feel.

3. Have a very good look at your own constitution as well as the
current Robert's Rules.

4. Re-present your request for a Special General Meeting, making it
clear in a cover letter exactly how it meets all the requirements for
such a request.

5. If nothing happens, present the Secretary or other official
constitutionally responsible for calling the meeting with a document
making it clear that it is their responsibility, and their
responsibility alone, to call the meeting and that there is no option
to refuse to do so.

6. If necessary, make it clear to the Chairman that he has no legal
right to block such a meeting if properly requested according to your

7. If the issues are serious enough and the issues really are of
immediate urgency, consider legal action - but it's unlikely to
achieve anything before the next AGM unless criminal activity is
involved (see 1) and it's going to cost you.

8. If still blocked, make every attempt to get the issue tabled as a
motion at the next Annual General Meeting.

9. If that fails, consider making a Special Order at the AGM, making
sure you have sufficient numbers at the meeting to do so. If you can't
get the numbers, well, you probably don't have enough people who agree
with you. Societies will vary as to whether proxy votes are allowable
on these occasions.

10. If this is a social or voluntary group, please, please, remember
to thank anyone you've just voted out for all their hard work - they
probably feel they did their best.

11. Remember, there is no substitute for professional legal advice.

I hope this useful.

Search strategies:

Robert's Rules
chairman board obligations
"special general meetings"
responsibilities chairman

Request for Answer Clarification by sealord-ga on 07 Apr 2003 21:42 PDT
Dear angy-ga (whoever you are):

Thanks for the reply. You supported what I thought was true.
However, I still have a problem that I hope you can clarify.

Robert's Rules states:"Boards of Directors.....subordinate to the body
that appoints them.... " " is customary and necessary to delegate
to a committee usually known as Board of Managers or Directors, all
its authority with slight limitations to be exercised between its

Our By-laws Read: "The Board of Directors, shall, subject to
limitations herinafter imposed, have entire authority in the
management of the affairs and finances of the Club and shall have
general control of all its property."

The By-laws further state: "For any provisions not covered by these
By-laws, refer to Robert's Rules of Order, Newly Revised."

The problem we are faced with here is that certain individuals on the
Board are saying that "Our by-laws give us total control and we can do
what ever we want, no mater what the membership says.  Robert's Rules
are subordinate to our
by-laws, because our by-laws say we have entire authority."

Is this accurate?

They don't think that the membership, at a meeting can decide anything
and even if they made a motion and the majority voted for it, the
Board thinks the can ignore it if they wish because the by-laws say
they have "entire authority."
(Pretty scarry, huh?)

Is this accurate, too?

Also as for a Special Meeting, our by-laws read:"A special members
meeting shall be convened at a time and place convenient for the
purpose, when one of the following conditions have been met: Majority
vote of the Board of Directors in favor of such a meeting; 2.Request
of the Commodore; 3.Request of seven (7) members in good standing."

When they ignored the date of the requested meeting, we were told that
"we can request a meeting but cannot set the date, the board can
change or modify any request."

When I asked where does it say this?, they said "where does it say we

This is probalby my biggest dilemma, when someone says "where does it
say we can't?"

How does someone respond to a question like this (Show me where it
says vs. show me wher it doesen't?)

I'm under the impression if the by-laws don't specifically say you can
do something, you can't.

Can they always fall-back to the "entire authority" clause to cover
anything that doesn't directly give them the particular authority to
do something, if a by-law section doesn't specifically state that they
have the authority?

I don't see where the requirements for a special membership meeting
section, listed above, says that the request is subject to the Board's

So I guess what I'm asking is, because of this "entire authority"
clause, does the membership find itself now subordinate to the Board?
and that the "see Robert's Rules" section subordinate to our by-laws?


Clarification of Answer by angy-ga on 08 Apr 2003 03:00 PDT
Hi, Sealord !

I'm glad to have been of some help.

You quote Robert's Rules as saying:

" is customary and necessary to delegate
to a committee usually known as Board of Managers or Directors, all
its authority with slight limitations to be exercised between its
My reading of this is that all the authority is delegated to the Board
between general meetings of MEMBERS, not between board meetings. The
members have the ultimate authority, to be exercised at general
meetings. This includes Special General Meetings. I don't think
anything can supercede the fact that Boards are subordinate to the
body that appoints them.

You say: "They don't think that the membership, at a meeting can
decide anything and even if they made a motion and the majority voted
for it, the
Board thinks they can ignore it if they wish because the by-laws say
they have "entire authority." 

However badly your constitution has been drawn up, it cannot possibly
have had the intent to give any board this degree of authority and -
see previous paragraph - I don't think it does. If it came to legal
proceedings the question of intent would come into play, as would a
comparison with the constitutions of other bodies such as yourselves.

I assume you are a sailing club from the context ? If so, it is
possible the clause was drawn up the way it was to give the board
authority to make quick decisions in situations where safety was
involved (cancelling a race, for example).

As far as this next query goes:

"Our By-laws Read: "The Board of Directors, shall, subject to
limitations herinafter imposed, have entire authority in the
management of the affairs and finances of the Club and shall have
general control of all its property." "

Have a good look at the "limitations hereinafter imposed" . There must
be something you can use !

In the meantime, have a good hard look at what it says about changing
the bylaws, and there must be some provision somewhere for a Vote of
No Confidence in the Board.

Equally, do the Board fully realise that if they have entire authority
in the matter of finances, they probably also have total
responsibility ?

You must also have some provision for independent audit, so if it is
the finances that are causing concern, look at the clauses allowing
members to sight accounts, and how auditors are appointed.

Finally, it is possible that the Board has the authority to change the
date of a proposed special meeting, but it does not have the authority
to fail to call it. "Convenient for the purpose" means convenient for
them as well as you.

Personally, I would offer them - in writing - a choice of three dates,
one of which is the date of a scheduled Board Meeting. If they fail to
select any of them, they are clearly being unreasonable - quite
possibly in a legal sense of the word "reasonable". It is quite common
for "Special General Meetings" to be scheduled to immediately follow
Board meetings, since that is a time which everyone on the Board is
supposed to have already set aside.

Good luck.
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