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  1. RONR 11 ed pp 97-99: "Except as authorized in the bylaws, the business of an organization or board can be validly transacted only at a regular or properly called meeting—that is, as defined on pages 81–82, a single official gathering in one room or area—of the assembly of its members at which a quorum is present." Could anyone help me determine: 1) Whether this ("organization or board") applies to a convention of delegates as defined later in the text 2) Whether a convention's Committee on Standing Rules could permit electronic meeting if it is not provided (or disallowed) by the bylaws, or whether other special rules of order pertaining to this being a "special meeting" (a special convention) might do the same
  2. Can you conduct business, such as approving bills, at a special meeting.
  3. Can you conduct business, such as approving bills, at a special meeting.
  4. The Chairman of our organization's Board of Trustees called a Special Board meeting with set agenda giving prescribed 3 day notice. During the "3 day notice" period, information came to the attention of the Chairman ostensibly with serious implication to the organization. In the view of the Chairman, divulging this information to the Board must be in "executive session" and cannot wait (certainly should not) until the next regular meeting of the Board or even waiting another 3 days to give the prescribed notice for another special meeting. Question: During a "called special meeting" would a motion to enter "executive session" to deal with a matter not on the published agenda be in order when the item may have serious implication for the organization?
  5. RONR (11th ed.), p. 91, ll. 31 - 35 (under Special Meeting) states "Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." Additionally, RONR (11th ed.), p. 121, ll. 23 - 27 states "The term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions, has a particular meaning in parliamentary law. A requirement of previous notice means that announcement that the motion will be introduced—indicating its exact content as described below—must be included in the call of the meeting (p. 4) at which the motion will be brought up..." Yet, RONR (11th ed.), p. 93, ll. 13 - 18 states "The requirement that business transacted at a special meeting be specified in the call should not be confused with a requirement that previous notice of a motion be given. Although the call of a special meeting must state the purpose of the meeting, it need not give the exact content of individual motions that will be considered." If the motion that will be considered fits the criteria for "necessary conditions for the adoption of specific motions", must the motion be included in the call for the meeting? Thanks
  6. I recently observed a meeting where a 12 member board attempted to elect new officers of the board and their was a major disagreement when all of the elections ended in 6-6 tie votes Background: The board is currently split into 2 "blocs" of 6 members each. One voting all to retain the current board officers and one all voting for the new nominees. Their charter states that the board " select from , within the group a President, a Vice-President, a Secretary, and a Treasurer who shall continue in office for the period of two (2) years or until their successors are elected and seated. " In their bylaws it states "Roberts' Rules shall govern its meetings".It also states under the duties of the officers that the president "shall: Not vote in meetings of the *board organization* except in the case a of tie." The election was handed during a properly called special meeting. Motions were passed nominating board members for each position. A motion was passed to hold elections and a motion was passed to hold a roll call vote for the elections. Following a series of tied votes and recesses, the argument was made that the president should abstain from voting as the by-laws supersede Roberts rules. Another vote was held, with the president abstaining, and the sitting president lost his seat to the other nominee 6-5. In the next votes for the remaining officer positions, following another argument, the newly voted president had to abstain and the former president voted instead. All the remaining current officers were reelected 6-5. The new president also acted as chair for the remainder of the meeting. My questions are: what is the rule when Roberts rules of order conflict with the by-laws? And when are elected officers considered "seated"? Should the sitting president have continued in his role for the duration of the election, the duration of the meeting? There is nothing in the charter or by-laws besides what i have quoted here that pertains to the election of officers.
  7. [excerpt, RONR, page 92] Q. Does the current authorship team stand by letter #b? Can an assembly call a special meeting despite no bylaws' authorization for special meetings, when the subject of the special meeting would be a disciplinary action?
  8. Is there ever a scenario in which a committee should be appointed to approve the minutes? What about a special meeting?
  9. A Special meeting of the Board was called and the description for the "call" was "board discussion on bylaw vs policy". During the meeting, a motion was made to place strict "board" control over how the "bylaws committee" is to present amendments for bylaws to the membership. A "point of order" was made by a member authorized to speak, concerning the fact this motion did not meet the "call" of the meeting. The CoB with apparent disinterest in this "point of order", ignored it and proceded to call for a vote of the Board. There was a quorum present (7 of 11 total - 4 absent). According to what I get from RONR, any action taken at a special (or other) meeting not in context with the "call" must be ratified at the next meeting in order for the action to stand. The vote resulted in: 2 in favor; 3 against; 2 abstains (motion failed). Due to the failure of the motion: (1) does the failure need to be ratified at the next meeting or (2) does the failed motion void the action all together?
  10. When a special meeting of the Board is called, who sets the agenda and can any other business be conducted other than what is on the agenda?
  11. If an organization's bylaws state that Board meetings are open to the entire membership, can the Board still go into Executive Session for private discussion?
  12. We are in the process of a bylaw revision that we have previously discussed and are scheduled to vote/amend the revised bylaws at our regular monthly meeting. However, some members have petitioned that a special meeting be called to further discuss the revision and add other amendments. The order of business would be to discuss and vote on the bylaw revision (old business) prior to holding our annual election of officers. Our current language states that the President may grant a special meeting if petitioned by 14 members. The postponing of the bylaw revision vote would allow a candidate to run for an elected position under a grandfather clause that is proposed to be removed under the revision. Am I to assume that since we have already followed the posting and notification process of the revision that we are obligated to have the vote at our regular meeting?? URGENT!
  13. This is not hypothetical, this happened to us last week. Our By-laws say a special board meeting must be noticed by personal contact to each of the 15 board members at least 48 hours in advance. The President sent an email to the entire group 72 hours ahead, and then proceeded to call each member by phone. The 15th member did not get the phone call until 24 hours before. She showed up to the meeting, so obviously the notice was in plenty of time, but then objected to the meeting saying the by-laws were violated because she only had 24, not 48 hours, notice. These days, with electronic email, messaging, etc, can an email be considered personal contact? I suppose that is an older term that may now seem ambiguous. Would the email have to be done one person at a time to be considered personal contact versus an email with 15 recipients? Is the whole meeting invalidated because of that one member that was not personally contacted/noticed properly? Everyone else did not see it as a big problem, since she showed up, we felt like, let's just get on with the meeting. She abruptly resigned and stormed out. We still had a quorum, my question is: did we still have a valid meeting? I know by-laws should be followed, but is that enough of a violation to invalidate an entire meeting?
  14. Good morning all, Our small HOA Board of Directors met for our Regular meeting this month. At that meeting we made and passed a motion to have a Special Meeting (allowed by ByLaws) to finalize the 2016 budget to present to the Members at the General Membership Meeting in January. A request a couple of weeks later was made to discuss another topic (landscape related, non-urgent) at the Special Meeting as well. No notice of the Special Meeting has as yet gone out - it is scheduled to go out in a couple of weeks. It is my understanding the Special Meetings are called to address specific issues that are not able to wait until the next Regular meeting. And sense the motion for the Special meeting was specific to meeting to finalize a budget, that pretty much constitutes the purpose and agenda. Therefore we cannot add other items to the meeting. My recommendation to the Board Member is that the landscape issue can be put on the next Regular Meeting agenda. I'd like to make sure I'm clear on my understanding of Special Meetings before I give them my response. Thanks Laurie (HOA Pres.)
  15. Hello, If a member garners the requisite number of signatures on a petition for a special meeting (as per our organization's bylaws), and one of the motions contravenes the bylaws, is that justification enough for the president or secretary to NOT call the special meeting? Or would doing so be "out of order" for the president and secretary? (i.e. Are they obligated to call the meeting and state that the motion is out of order?) Or does it all depend on what our bylaws say?
  16. A member has called a special meeting, in accordance with our bylaws, through a letter to the officers. The letter states that they are calling a special meeting to "discuss our leadership structure." RR and our constitution state that only the stated agenda can be discussed at a special meeting. Since the member's letter only specifies "discussion," with no actionable item to be voted upon, would any voting outside of discussion procedure be considered out of order? If a member moved to dissolve the leadership board or dismiss an officer, wouldn't that be beyond the scope of the stated special meeting agenda?
  17. Hi, The president-elect of our association will officially be installed at the end of this month, along with all other board members that were elected at our annual meeting. One of the directors that was elected by the membership has already resigned for the new fiscal year, so the president-elect will need to appoint a new director. My question is: Can the president-elect call a special meeting of the board before she is installed as president? Our bylaws do not clarify if the president or president-elect can call a special meeting of the board. Thanks in advance. Mary Sue
  18. If a special meeting is called, following the by-laws of the club, and the purpose stated for the meeting includes voting on something, can a motion made at that meeting override the petitioned purpose of the meeting? So if a special meeting were called to vote on something, can someone make a motion at that meeting to wait to vote?
  19. A petition was signed and a special meeting requested 10 day from notice by 5 shareholders which is 10 percent of shareholders to discuss and vote on coversion from cooperative to condo. the intent was posted but of course many other courses of action could have taken place should the meeting be adjourned for more time a vote could have been taken 30 days out. But the BOD did not like the way the contract read and expected said company to give their info for free with no contract....The BOD felt that more time was needed and the petitioners are willing to allow that and push the meeting. However the BOD do not seem to understand that Calif State Law supercedes our bylaws. This was above board request and they do not have the right to ask for further steps to be taken. They are now asking for a vote by the shareholders to be taken to even allow the education process to begin again without any kind of contract. How can shareholders vote on something they know nothing about. I understand the reasoning...but with all due respect to the company they have been working with on this cause what would be in it for them to do this education and IUA's if their was no gtd of getting the job should the vote pass. Is this leagal? Can a BOD ask that 2 votes be taken? One to even get the education started and then of course the vote to convert would come after. I understand why the company involved needs more assureance that their template for conversion will not be taken and given to someone else. etc...thougths? Feed back? Should the petitioners get an Attorney?
  20. I currently serve on a Board of Directors for a non-profit and have a question about special meetings. Apparently in the past who ever is the president of the board of directors can send out an email scheduling a meeting in addition to the regular scheduled monthly meetings. The president also calls special meetings with very little notice. I read through our bylaws and am unclear on if this is being done properly. ARTICLE XII – MEETINGS Section 1. Annual Meetings. The annual meeting of the Board shall be held during August of each year, the date, place, and hour to be designated by the Board of Directors. Section 2. Meetings of Directors. The Board of Directors shall designate a regular time and place of meetings. Absence from three (3) regular meetings per year without an excuse deemed valid by the Board of Directors shall be construed as resignation. (a) Quorum: A quorum for the transaction of business of the Directors of the Board shall consist of a minimum of 50% of the Board of Directors eligible to vote. ( A mail, fax, or e-mail poll may be used in an emergency situation unless financial matters are involved. Section 3. Other Meetings. Meetings of the Members may be held at other times as the President or the Board of Directors may determine, or upon written request of at least 10% of the Members eligible to vote. Section 4. Notice of Meetings. Notice shall be given to Members entitled to participate in the meeting preceding all meetings. If a special meeting is called, it shall be accompanied by a statement of purpose of the meeting. Section 5. Quorum. A quorum for the transaction of business of the REALTOR® membership shall consist of 10% and a majority vote shall rule. Section 6. Electronic Transaction of Business. To the fullest extent permitted by law, the Board of Directors or membership may conduct business by electronic means Section 7. Action without Meeting. Unless specifically prohibited by the articles of Incorporation, any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more Directors. All the approvals evidencing the consent shall be delivered to the Association Executive to be filed in the corporate records. The action taken shall be effective when all the Directors have approved the consent unless the consent specifies a different effective date. This is the only section of our bylaws that address meetings. Can the president call these special meetings as done in the past, specifically with only 1.5 hour notice and no reason for the meeting given? Also are minutes supposed to be taken at these special called meetings? And if a incorrect special called meeting took place where action was taken is that action void?
  21. Our bylaws state that 3 members of the board can request a special meeting and that the chair must call the meeting. The bylaws do not stipulate a time frame within which the chair will do this, so technically a chair could leave a request hanging forever. Does Robert's Rules address this? Would state statutes address this?
  22. Our Bylaws distinguish between Annual Meetings and Special meetings. Both need to be noticed with time and place but for a special meeting the purpose need to be stated? A. What is meant by "purpose"? B. Does this mean that only motiosn related to the purpose can be discussed and voted? C. Can an extraneous motion such as asking to remove a director be made? (The bylaws only specify a voting percentage but no notice requirements). At a general meeting: D. Is there any motion that cannot be advanced or voted on because it is "not on the agenda" or "has not been noticed"?
  23. At our last regular board meeting there were two motions passed calling a special meeting: the first to have our attorney present at a special meeting to address questions regarding amendments to our bylaws, and the second to defer approval of the proposed bylaws amendments until the special meeting. Our bylaws require 15 days notice for any meeting of the board, however the date we set for the special meeting was less than 15 days after the regular meeting. Under the circumstances, what business (if any) can be transacted at the special meeting? Separately, our bylaws stipulate the agenda for every meeting--role call, reading of minutes, new members, finance report, committee reports... Do we follow that agenda at the special meeting? Thank you Adam
  24. At our last regular board meeting, we set the date and agenda for a special meeting. Our president was not at that regular meeting, and there is a desire to approve the minutes of that meeting in addition to dealing with the two items of business included in the notice of call for the special meeting. Is it possible to "suspend the rules" and allow the approval of the minutes of the last regular meeting to take place at the upcoming special meeting?
  25. I just joined, this is my first post. I searched the forum but couldn't find an answer directly on point. Our organization's chairman resigned a month ago. Our 1st vice chair is acting chairman. Our rules specifically say that resignaton of the chairman does not cause the 1st vice chair to become chair, they say that an election must be held. For background, our chairman is normally elected at a two year county convention (700 delegates), which occurred a few months ago. The new chair will be elected by the executive committee (100 or so delegates). Our rules do not address who has the authority to call elections and does not instruct us on when the new elections are to be held. We generally meet every other month. Under our rules, the chairman, or 10% of the membership, can call a special meeting. The call must list the purpose of the meeting, and no other business can occur there. The acting chair, in consultation with the officers, has decided to put the election on the agenda for our regular August 5 meeting. Prior to publication of the offical agenda, Group A collected 15% of the membership and called for a special meeting on September 2 for the purpose of electing a chairman. Group A believes attendance at the August 5 meeting will be sparse, and that their prefered candidate, Candidate Q, will be hurt by an August 5 election date. Candidate Q is an attorney for the organization and will be heavily devoted to a legal matter of the organization that will go to trial in mid august. The acting chair objects that it is his perogative to set the election date, in consultation with the other officers. He also does not want to be seen as giving preferential treatment to Candidate Q. As a compromise, he suggested that the election be put on the agenda, but that during new business a motion could be made to move the date of the election. In response to Group A's special meeting request, Group B is preparing a special meeting request. Group B wil submit their request on July 24 or so, calling for a meeting on July 29 to set elect the new chairman. Again, the thinking is that the timing will hurt Candidate Q, and the apparent hope is that, since it is on such short notice, the meeting will be attended mostly by those of Group B making the call for the meeting. 1. If our rules are silent on who can set the date of an election, is there a Roberts Rule that addresses this? 2. Can Group A essentially set the election date by stating that is the purpose of the special meeting to be held on September 2? 3. Would Group B's call for a special meeting on July 29 for the purpose of holding the election that night be out of order since it conflicts with the earlier, valid (as far as % of those calling for the meeting) request / motion of Group A? Thanks so much, J