Notice required for special meeting

[Guest Help!]

I serve on the board, and we are about to embark on a major (and expensive) project. Our president indicated at our most recent board meeting that he would call a special meeting to deal with an item as soon as he gets word on it.

I reminded him that he will need to provide x days of notice as per our bylaw requirements for special meetings of the board. He disagreed, since this is a special circumstance.

May I ask what the possible ramifications are if he proceeds to call a special board meeting without the required number of days' notice? (Assuming quorum is achieved, of course.)

[jstackpo]

Any attendee at the meeting could raise a point of order that proper notice was not given and hence any action taken at the meeting was null and void.  See page 247ff. for the sorts of things that might happen next: ruling by chair, appeal, &c.

What does your chairman take to be the meaning of "Special"?

[Guest Help!]

1 hour ago, jstackpo said:

Any attendee at the meeting could raise a point of order that proper notice was not given and hence any action taken at the meeting was null and void.  See page 247ff. for the sorts of things that might happen next: ruling by chair, appeal, &c.

So if no board member raises a point of order at that meeting that proper notice was not given, the action would stand? This wouldn't be a continuing breach of any sort about which a point of order could be raised later on?

1 hour ago, jstackpo said:

What does your chairman take to be the meaning of "Special"?

He evidently believes "special" to mean "urgent" in the sense of this special circumstance. With regard to the "special" in "special meeting", I'm not sure he's given that much thought?

Would the number of days' notice required in our bylaws be akin to a rule of order that could be suspended (as per page 263, lines 6-7)? (Although even it it were, wouldn't we would still need to meet to vote to suspend that rule in this instance?)

My apologies for all of the questions...

[Joshua Katz]

Assuming the board has the authority to expend funds, I would raise a point of order at a later meeting (assuming one was not raised at the 'special meeting') that funds had been allocated/expended without such approval, in violation of the rules.  I would think there would be a continuing breach until the unauthorized funds are returned to their rightful place in the treasury.  Without notice, there was not (for parliamentary purposes) a special meeting, if your rules allow for special meetings with proper notice.  There was just a bunch of people holding a simulation of a meeting, at which they expressed a desire to spend organization funds, but they still can't do so until it is authorized at a real meeting.

[Guest Help!]

5 hours ago, Joshua Katz said:

Assuming the board has the authority to expend funds, I would raise a point of order at a later meeting (assuming one was not raised at the 'special meeting') that funds had been allocated/expended without such approval, in violation of the rules.  I would think there would be a continuing breach until the unauthorized funds are returned to their rightful place in the treasury.  Without notice, there was not (for parliamentary purposes) a special meeting, if your rules allow for special meetings with proper notice.  There was just a bunch of people holding a simulation of a meeting, at which they expressed a desire to spend organization funds, but they still can't do so until it is authorized at a real meeting.

This meeting would involve voting on a motion to approve the wording of a contract, and to sign said contract with a company.

On the one hand, I don't expect there are any board members who would object, either at an improperly called meeting or afterwards.

On the other hand, if there's something (currently unnoticed) in the contract that comes back to bite us, having had approved it at an improperly called meeting (especially if that represents a continuing breach) makes me nervous.

Could a decision made at an improperly called meeting be ratified at the next properly called meeting? Would that eliminate any continuing breach?

[Dan Honemann]

44 minutes ago, Guest Help! said:

Could a decision made at an improperly called meeting be ratified at the next properly called meeting? Would that eliminate any continuing breach?

I think the answer to this question is no, a decision made at an improperly called meeting cannot be ratified, but any actions taken by officers pursuant to such a decision can be.

[Guest Help!]

2 hours ago, Daniel H. Honemann said:

I think the answer to this question is no, a decision made at an improperly called meeting cannot be ratified, but any actions taken by officers pursuant to such a decision can be.

Thank you. That of course makes a great deal of sense.

So should the idea of holding an improperly called meeting come to fruition, we can "officially" make the same decisions at the next *properly* called meeting. (The devil is in the details, of course. Sounds simple unless something goes sideways in the meantime... but then, perhaps I'm just being paranoid!)
 

[Dan Honemann]

24 minutes ago, Guest Help! said:

Thank you. That of course makes a great deal of sense.

So should the idea of holding an improperly called meeting come to fruition, we can "officially" make the same decisions at the next *properly* called meeting. (The devil is in the details, of course. Sounds simple unless something goes sideways in the meantime... but then, perhaps I'm just being paranoid!)
 

Well, yes, of course you can make decisions at a properly called meeting.