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Can notice be given at a special meeting?

29 posts in this topic

11 minutes ago, Kim Goldsworthy said:

Since the act of giving notice is indeed "business to be transacted" with a quorum present, then a special meeting cannot entertain items not in the official call-to-meeting.

 

Stated without argument, and this is precisely what we've been denying:  that giving notice is the transaction of business in this sense.  

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I agree with Mr. Gerber. I believe that the text in the book is not crystal clear, but the language on p. 348 relating to a quorum-less meeting places the prohibition against notices alongside a clarification of the rule against transacting business, implying that both are clarifications of the same rule. Even if you interpret this the other way, I agree with his interpretation of a special meeting principle. A member should be entitled to ignore a special meeting and be confident that nothing occurred at the meeting which was not relevant to the subject of the notice. This is especially true when the special meeting may occur shortly before the regular meeting, such as for a trial scheduled the day before.

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On ‎3‎/‎7‎/‎2017 at 9:31 AM, Daniel H. Honemann said:

.... I think it's reasonably clear that giving notice is not transacting business within the meaning of what is said on pages 121-124, which is the reason why the reference to giving notice had to be tacked on to the end of that sentence on page 348, lines 14-16, which had already referred to the prohibition against transacting business.

 

On ‎3‎/‎7‎/‎2017 at 0:04 PM, Shmuel Gerber said:

.... I think the reason that extra bit about giving notice in the absence of a quorum is tacked on is precisely to repudiate the notion that giving notice does not constitute the transaction of business within the meaning of the rules relating to quorum, and I think the same (meaning the opposite) is true for the rules relating to special meetings.

 

On ‎3‎/‎13‎/‎2017 at 9:12 PM, Alexis Hunt said:

I agree with Mr. Gerber. I believe that the text in the book is not crystal clear, but the language on p. 348 relating to a quorum-less meeting places the prohibition against notices alongside a clarification of the rule against transacting business, implying that both are clarifications of the same rule.

I'm perfectly willing to agree that a rule prohibiting the giving of "previous notice" at special meetings (unless related to matters arising during that meeting) makes some sense, and maybe that is what the rule ought to be, but I have to admit that I find Mr. Gerber's stated view (quoted above) as to how to interpret the sentence on page 348, lines 14-16, somewhat incomprehensible.

That sentence on page 348, lines 14-16, reads as follows:

"The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent, and a notice (pp. 121–24) cannot be validly given."

I think it's clear that the words "and a notice cannot be validly given" had to be added at the end of this sentence precisely because giving "previous notice" is not "transacting business", and absent this additional language would not be precluded.

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On 3/15/2017 at 8:04 AM, Daniel H. Honemann said:

I'm perfectly willing to agree that a rule prohibiting the giving of "previous notice" at special meetings (unless related to matters arising during that meeting) makes some sense, and maybe that is what the rule ought to be, but I have to admit that I find Mr. Gerber's stated view (quoted above) as to how to interpret the sentence on page 348, lines 14-16, somewhat incomprehensible.

That sentence on page 348, lines 14-16, reads as follows:

"The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent, and a notice (pp. 121–24) cannot be validly given."

I think it's clear that the words "and a notice cannot be validly given" had to be added at the end of this sentence precisely because giving "previous notice" is not "transacting business", and absent this additional language would not be precluded.

I think Alexis Hunt already explained it:

On 3/13/2017 at 9:12 PM, Alexis Hunt said:

the language on p. 348 relating to a quorum-less meeting places the prohibition against notices alongside a clarification of the rule against transacting business, implying that both are clarifications of the same rule.

In my view, both parts of the quoted sentence would be true even if the sentence were omitted, as they are simply two consequences, unrelated to each other, of the already stated rules regarding what the assembly can and cannot do in the absence of a quorum. They are stated explicitly because some readers might not otherwise foresee these consequences.

What I don't understand is how anything could possibly be gleaned by the fact that the reference to giving notice was "tacked on to the end of that sentence on page 348, lines 14-16, which had already referred to the prohibition against transacting business." The reference in the first part of the sentence is to waiving the transaction-of-business prohibition by unanimous consent. That couldn't possibly include any inference about the giving of previous notice in general, because even if it somehow did encompass a rule about previous notice, it would be only about giving notice if the quorum rule is [attempted to be] waived by unanimous consent. So it seems clear to me that they're just two totally independent statements.

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