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canceling special meetings


Kim Goldsworthy

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To test the principle of "cancelation of a meeting", you might create a scenario which compels a choice, and see where the competition leads.

Imagine:
• The bylaws authorize TWO parties to call special meetings.
• The bylaws say that the PRESIDENT may call special meetings.
• The bylaws say that ANY TWO BOARD MEMBERS may call special meetings.
• Indeed, the president calls a special meeting for January 1st in the  city of New York. -- And a call-to-meeting (notice) is mailed out.
• In response, the two board members call a special meeting for January 1st in the city of Hollywood. -- And a call-to-meeting (notice) is mailed out.
• Clearly, no member can attend BOTH meetings, as both meetings are 3,000 miles apart on the SAME day.
• The notices from both parties are clearly valid, and equally valid.

Q. Can the president, who is authorized to call special meetings, cancel a special meeting -- which was called by two board members?

Q. Can the two board members, who are authorized to call special meetings, cancel a special meeting -- which was called by the president?

Q. How do you invalidate a call-to-meeting (notice)?
 

Discuss.

 

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To test the principle of "cancelation of a meeting", you might create a scenario which compels a choice, and see where the competition leads.

Imagine:

• The bylaws authorize TWO parties to call special meetings.

• The bylaws say that the PRESIDENT may call special meetings.

• The bylaws say that ANY TWO BOARD MEMBERS may call special meetings.

• Indeed, the president calls a special meeting for January 1st in the  city of New York. -- And a call-to-meeting (notice) is mailed out.

• In response, the two board members call a special meeting for January 1st in the city of Hollywood. -- And a call-to-meeting (notice) is mailed out.

• Clearly, no member can attend BOTH meetings, as both meetings are 3,000 miles apart on the SAME day.

• The notices from both parties are clearly valid, and equally valid.

Q. Can the president, who is authorized to call special meetings, cancel a special meeting -- which was called by two board members?

Q. Can the two board members, who are authorized to call special meetings, cancel a special meeting -- which was called by the president?

Q. How do you invalidate a call-to-meeting (notice)?

 

Discuss.

I personally remain of the opinion that, unless the bylaws provide otherwise, a properly called meeting cannot be canceled. Both meetings are valid. Even if a meeting could be cancelled, I certainly don't see how anyone can cancel a meeting that was properly called by someone else.

It seems to me the best course of action is for the members to informally discuss the issue and see which meeting is more practical for members to attend, and then informally agree to attend that meeting. If most or all of the members attend one meeting, the other meeting will lack a quorum and the fact that it remains technically valid will be of no consequence.

If the members are unable to reach an agreement, then I suppose it will become a competition to see which meeting (if either) can gather enough members for a quorum to be present.

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I think it goes without saying that an organization cannot call a special meeting for a time at which another special meeting of the same assembly of the same organization has already been called.

 

Unless the organization has, unwisely, given the authority to call special meetings to more than one person (or persons).

 

In Mr. Goldsworthy's fanciful scenarios, it's not "the organization" that's calling two special meetings at the same time.

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Unless the organization has, unwisely, given the authority to call special meetings to more than one person (or persons).

 

In Mr. Goldsworthy's fanciful scenarios, it's not "the organization" that's calling two special meetings at the same time.

 

The person is calling the meeting on behalf of the organization. Once the first meeting has been called, I think it goes without saying that no one can validly call another meeting of the same assembly for the same time, just as no one can validly call a special meeting for a time when a regular meeting will take place.

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Once the first meeting has been called, I think it goes without saying that no one can validly call another meeting of the same assembly for the same time, just as no one can validly call a special meeting for a time when a regular meeting will take place.

 

Well, that makes sense. Though there's the practical problem of determining who called the meeting first, especially if both meetings were called at the same time (or nearly so).

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The person is calling the meeting on behalf of the organization. Once the first meeting has been called, I think it goes without saying that no one can validly call another meeting of the same assembly for the same time, just as no one can validly call a special meeting for a time when a regular meeting will take place.

That assumes that the two other members who called a special meeting know that the president has already called one.... or vice versa.   What  if the president and the other two members were acting completely independently of each other and had no knowledge of what the other was doing and both acted on the same day?

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That assumes that the two other members who called a special meeting know that the president has already called one.... or vice versa.   What  if the president and the other two members were acting completely independently of each other and had no knowledge of what the other was doing and both acted on the same day?

 

Since the secretary is the one who actually sends the meeting notices, this doesn't seem like much of a problem.

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Since the secretary is the one who actually sends the meeting notices, this doesn't seem like much of a problem.

I would say that it is usually the secretary who sends the notices..... but not necessarily in all cases.  I'm aware of situations where, for various reasons, the president or some other officer sent the notices.  Sometimes an obstinate secretary will simply refuse to send a notice... or make excuses for why she can't send it right away.  Maybe the secretary has resigned and the special meeting is to select a new secretary.   There can be many reasons.

 

I don't think the fact that someone other than the secretary (or two people other than the secretary) sent the notices invalidates the notices.

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I would say that it is usually the secretary who sends the notices..... but not necessarily in all cases.  I'm aware of situations where, for various reasons, the president or some other officer sent the notices.  Sometimes an obstinate secretary will simply refuse to send a notice... or make excuses for why she can't send it right away.  Maybe the secretary has resigned and the special meeting is to select a new secretary.   There can be many reasons.

 

I don't think the fact that someone other than the secretary (or two people other than the secretary) sent the notices invalidates the notices.

 

Now you're going off onto tangents. The rule in RONR is stated clearly on pages 92-93:

"The president directs the secretary to send the notice of the special meeting to all members at the society's expense in compliance with the bylaws no later than the required number of days in advance, making sure that it contains all the necessary information."

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"The president directs the secretary to send the notice of the special meeting to all members at the society's expense in compliance with the bylaws no later than the required number of days in advance, making sure that it contains all the necessary information."

Yes. -- all of them! -- All notices.

There is a notice from Joan, a notice from Billy, and a notice from Emma.

And the secretary includes all of them.

The secretary cannot cherry pick which notice to send with which call-to-meeting.

That's above the pay grade of a mere secretary.

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Yes. -- all of them! -- All notices.

There is a notice from Joan, a notice from Billy, and a notice from Emma.

And the secretary includes all of them.

The secretary cannot cherry pick which notice to send with which call-to-meeting.

That's above the pay grade of a mere secretary.

 

What a lot of nonsense.

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Yes. -- all of them! -- All notices.

There is a notice from Joan, a notice from Billy, and a notice from Emma.

And the secretary includes all of them.

The secretary cannot cherry pick which notice to send with which call-to-meeting.

That's above the pay grade of a mere secretary.

 

 

I think I agree with Shmuel on this.  It would be improper to send out the notice of a meeting that conflicts with a prior meeting already scheduled (assuming that both are proper).  First come, first serve. 

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I think I agree with Shmuel on this.  It would be improper to send out the notice of a meeting that conflicts with a prior meeting already scheduled (assuming that both are proper).  First come, first serve. 

But, how do you determine which notice is the only valid one if the secretary, as Kim stated, sent out all three of them?  Or if those directors all sent their own notices?   How does the membership know which of the three notices is the only valid  one?

 

Woulda, coulda, shoulda doesn't count.  What actually happened is what counts.

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But, how do you determine which notice is the only valid one if the secretary, as Kim stated, sent out all three of them? 

 

That's the most bizarre hypothetical presented here in some time (though KG initially presented it).  I don't know one Secretary that would do that on their own.

 

 

Or if those directors all sent their own notices? 

 

Shmuel Gerber's addressed that in post #17

 

And I agree with Josh's first paragraph on post #3 regarding the initial question asked.

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And I agree with Josh's first paragraph on post #3 regarding the initial question asked.

Josh's statement that both meetings are valid?   That seems to directly contradict what Shmuel said in post # 12:

. . . Once the first meeting has been called, I think it goes without saying that no one can validly call another meeting of the same assembly for the same time, just as no one can validly call a special meeting for a time when a regular meeting will take place.

 

 

But, how do you determine which notice is the only valid one if the secretary, as Kim stated, sent out all three of them?  Or if those directors all sent their own notices?   How does the membership know which of the three notices is the only valid  one?

 

Shmuel Gerber's addressed that in post #17

No, he didn't.  He avoided answering the question and just regurgitated what RONR says about the duty of the secretary to send the notice.  He did not answer the question about what happens if the secretary, for whatever reason (obstinance, vacation, hospitalization, resignation, death) cannot or will not send the notice and the members calling the special meeting send the notices themselves.  It is not at all a bizarre hypothetical.  We  get questions on here quite frequently about the secretary (and other officers) being unable or unwilling to carry out their duties.  Officers seem to get stubborn, go on vacation, resign and die with unusual frequency in this forum. :)

 

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Josh's statement that both meetings are valid?   That seems to directly contradict what Shmuel said in post # 12:

 

 

No, I meant his first sentence.  Thanks for catching that.

 

 

No, he didn't.  He avoided answering the question and just regurgitated what RONR says about the duty of the secretary to send the notice. 

 

 

Of course.  Because that's the rule.   He also was pretty clear in post #12.

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