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canceling special meetings


Kim Goldsworthy

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Whatcha gonna do if the secretary quits, dies or goes on vacation?  What if there is NO secretary?  Does that make it impossible to hold a special meeting?  

 

I think not.  It seems the important thing is that the notice get sent, not who sends it.  Yes, the secretary SHOULD send it.  But what if he or she can't or won't or doesn't exist?

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

Hmmm.   Even the sample bylaws in RONR give authority to more than one person to call special meetings of the general membership and special meetings of the board.

 

From page 586 re special meetings of the membership:

 

"Section 3. Special Meetings. Special meetings may be called by the President or by the Executive Board and shall be called upon the written request of ten members of the Society. The purpose of the meeting shall be stated in the call, which shall be sent to all members at least three days before the meeting."

 

And, re the board:

 

"Special meetings of the Board may be called by the President and shall be called upon the written request of three members of the Board."

 

Isn't that pretty much exactly what Mr. Goldsworthy said in his question?  The only difference is that in his hypothetical bylaws any two board members may call a special meeting and the RONR sample bylaws say any three board members may call a special meeting.

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Hmmm.   Even the sample bylaws in RONR give authority to more than one person to call special meetings of the general membership and special meetings of the board.

 

From page 586 re special meetings of the membership:

 

"Section 3. Special Meetings. Special meetings may be called by the President or by the Executive Board and shall be called upon the written request of ten members of the Society. The purpose of the meeting shall be stated in the call, which shall be sent to all members at least three days before the meeting."

 

And, re the board:

 

"Special meetings of the Board may be called by the President and shall be called upon the written request of three members of the Board."

 

Isn't that pretty much exactly what Mr. Goldsworthy said in his question?  The only difference is that in his hypothetical bylaws any two board members may call a special meeting and the RONR sample bylaws say any three board members may call a special meeting.

 

I don't think that changes anything that was said in posts #12, #15, or #17, but Shmuel will be back later if he wants to add something else. 

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I don't think that changes anything that was said in posts #12, #15, or #17, but Shmuel will be back later if he wants to add something else. 

No, I don't either.  I was responding to Mr. Guest's comment in post # 11 that he thinks it is unwise to allow more than one person to call a special meeting.  I'm simply pointing out that the RONR sample bylaws suggest having that option for  both general membership meetings (three options) and board meetings (two options).

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I was responding to Mr. Guest's comment in post # 11 that he thinks it is unwise to allow more than one person to call a special meeting.  I'm simply pointing out that the RONR sample bylaws suggest having that option for  both general membership meetings (three options) and board meetings (two options).

 

Although a special meeting can be called for in a number ways, I would think it wise if only one person (e.g. the secretary) is authorized to send the actual notice. 

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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. :)

 

I sometimes wonder at the real world experience of some of the posters on this board... This scenario is a very REAL possiblity and one that I have had to contemplate, unfortunately..

 

Regardless of how REAL the possibility is that people will do whatever they feel like doing without any regard for the rules, let's try to remember what this discussion is about. The topic started off with a specific premise, that in an organization in which multiple groups of people are authorized to call special meetings, there is a manifest need for some way of canceling a special meeting, because otherwise a situation could arise in which members will be compelled to choose which one of two properly called special meetings they should attend.

 

My response is that the chances of such a situation legitimately arising are virtually nil, since the clearly stated procedure in RONR is not that the people authorized to call a special meeting send out the meeting notice themselves, but rather that it is the secretary's job to do so. And the secretary, if he or she has some common sense, will tell the second group that the first group has already called a special meeting for the same time. And then, if the people involved have common sense and are acting in good faith, they will all realize that the organization can't possibly hold two special meetings of the same assembly at the same time, and the call for the second meeting won't be issued. But even if they don't have common sense or they act in bad faith, and the second call is issued, I think it would be invalid, because an organization can't possibly hold two special meetings of the same assembly at the same time.

 

All these other questions about various "what-if" scenarios, such as Mr. Brown's "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," are completely tangential to the original premise that there must be a way of canceling a special meeting. They may be appropriate as new topics, but lumping them into the present discussion only obfuscates the point.

 

P.S.: When people start using distasteful biological metaphors such as "just regurgitated what RONR says," I tend to think it's time to whip out the Delete button, but perhaps some forbearance is in order. After all, RONR itself uses the distasteful biological metaphor "come to a head" when it states on p. 127 that "by the negative vote on Postpone Indefinitely, the effort to prevent the issue raised by the main motion from coming to a head is already lost."

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Why specifically do you think it wise if ONLY one person is authorized to send out notices?

 

So that ten members who are authorized to call for (request? demand?) a special meeting don't send out a notice for a meeting in the City of New York at the same time ten other members who are authorized to call for (request? demand?) a special meeting don't send out a notice for a meeting, at the same time, in the City of Los Angeles (in the Hollywood neighborhood).

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Okay.

Then try this scenario.

 

• The dates are DIFFERENT.

• The two special meetings are ONE WEEK APART.

• But the locations are STILL 3,000 apart: San Francisco (a real city), and Orlando (a real city).

 

Q. Can you cancel either one?

Q. Does the secretary have the authority  to cherry pick, without prior authorization, that one special meeting lives, while one special meeting dies?

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Q1. No.

 

Q2. No.

 

There is no provision in RONR for canceling a properly called meeting. And meetings of an airline pilots association could very easily be held on the west coast one week and on the east coast a week later.

 

Though I'd be much more likely to attend the meeting in San Francisco than the one in Orlando. And I'm not sure I'd describe Orlando as a real city. Just as I wouldn't describe Walt Disney World®‎ as a real world.

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Okay.

Then try this scenario.

 

• The dates are DIFFERENT.

• The two special meetings are ONE WEEK APART.

• But the locations are STILL 3,000 apart: San Francisco (a real city), and Orlando (a real city).

 

Q. Can you cancel either one?

Q. Does the secretary have the authority  to cherry pick, without prior authorization, that one special meeting lives, while one special meeting dies?

 

No, in that circumstance, I think both meetings are clearly valid, the Secretary cannot pick between them, neither can be canceled (unless the bylaws so provide), and we're back to the strategy I outlined in Post #3.

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Remember:

Some bylaws provide for a low quorum for national organizations.

Like:

• five percent

• ten percent

• twenty percent

 

So, in theory, any given special meeting of such an organizatoin may still achieve a quorum.

 

For some, a quorum is whoever shows up. I can see where that would be a problem if one group is changing the bylaws while the other group is in the process of following them. The solution, I would think, is to make sure that the people authorized to call a meeting are the kind of people who won't put you in that situation.

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