Who can call for a Special Board Meeting?

Our Bylaws say, "Special Meetings of the Board of Directors may be called by the President or by members of the Board for any time and place, provided, reasonable notice of such meetings shall be given to each member of the Board before the time appointed for such meeting."

I read it as saying a single board member may call a special board meeting. What do others think about that?

I understand that if other directors think there's no need for a special meeting they can stymie the process by just not showing up and thereby prevent a quorum.

Good catch, Adam, thank you. By specically naming "the President" it does seem to exclude other officers. Unfortunately it's the Secretary/Treasurer who wants to have a special meeting.

The issue at hand is something that requires a meeting that's noticed at leasst 14 days in advance. The next regular board meeting is 30 days away and the issue needs to be decided before then. The president is wholly uninterested in the subject matter (which is a revision to our Rules & Regulations).

I don't think the verbiage excludes the secretary/treasurer from calling a meeting assuming the secretary/treasurer is a director.

The part that appears open to interpretation is "members of the board". Does that imply plural, as in more than one? If the intent was to allow a single director to call a meeting, it should have been written as "any member of the board".

And as already mentioned, if you don't get a quorum, it's moot anyway.

Douglas you nailed it (members not member) to me means 2 or more other than the President. Our language stated it clearly that 2 board members or the Pres can call a meeting with proper notice.

Thanks, Mark. Our Bylaws are a hot mess with ambiguities and grey areas everywhere. For instance, after almost 5 years, I just noticed nowhere in our governing documents is the length of a board member's term defined. There are many such oversights, but that's a different story. When and if we amend the Bylaws those are two things that we'll address. Explicitly saying "the president or any 2 board members" may call a special board meeting sounds ideal.

Geno

I read it to say can be called by the President or two or more BOD Members.

Ours ar the prez or any two directors or a director and an officer.

What do FL corporations does say, Geno?

Here is what California Corporation Code says, (1) Meetings of the board may be called by the chair of the board or the president or any vice president or the secretary or any two directors.

Why can't it be three members or a quorum of members, why is it on two? Legal documents are written in such a manner to be confusing, otherwise, lawyers would be disposable.

Hmmmmm.... FS 720 is silent but in that case FS 617 "Corporations Not For Profit" would hold sway. I didn't think to look there so thanks for the reminder. FS 617.0820 "Meetings" says

"Meetings of the board of directors may be called by the chair of the board or by the president unless otherwise provided in the articles of incorporation or the bylaws."

Since there's no "chairman of the board" position, then we're left with the president unless the docs say otherwise. So we're back to the Bylaws and "may be called by the President or by members of the Board...".

I'd really like this to mean one or more board members but I think the plural 'members' is significant along with the idea that if any board member could call a special meeting then why mention the president at all since all of the executive officers have to be directors. This part of the Bylaws goes back to the beginning (1989) when the declarant was in control and even though officers needed to be directors, directors weren't required to be homeowners.