Guest Natalie McC

When "notice" must be given to members, what does that usually mean?

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In this era of email and websites, what is considered the standard notice for a special meeting of the membership of an organization?

This pertains to a local organization of over 700 members. Usual attendance of regular meetings is about 50 people. When we have annual important decisions to make, that can balloon to 200.

The membership at a regular meeting voted to hold a Special Meeting two weeks hence to consider taking an important public position on a current issue. The Executive Board sent notice 10 days in advance (per bylaws) of the meeting in the e-newsletter, buried in the text many inches from the top.

The Bylaws say:

Article V, Section 3.2 of the Bylaws states:

Notice of special meetings shall be given to members ten days prior, except in emergencies. Notice of special meetings must state the time, place and purpose for which called, and no other business shall be transacted unless two-thirds (2/3) of the voting members present concur to the additional agenda items.

 Section 3.2 doesn't define "notice", but in Bylaw Article V, Section 3.1 on "Regular Meetings" it states:

...When meeting times or places are changed without prior written notice to the membership, no official action may be taken.
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I'm old enough to have conducted meetings before email, which isn't actually that long ago. But people seem to think it is the same as a postcard or other mailed notice. When "written notice" is called for, has email been accepted as Ok?

 

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16 minutes ago, Guest Natalie McC said:

In this era of email and websites, what is considered the standard notice for a special meeting of the membership of an organization?

This pertains to a local organization of over 700 members. Usual attendance of regular meetings is about 50 people. When we have annual important decisions to make, that can balloon to 200.

The membership at a regular meeting voted to hold a Special Meeting two weeks hence to consider taking an important public position on a current issue. The Executive Board sent notice 10 days in advance (per bylaws) of the meeting in the e-newsletter, buried in the text many inches from the top.

The Bylaws say:

Article V, Section 3.2 of the Bylaws states:

Notice of special meetings shall be given to members ten days prior, except in emergencies. Notice of special meetings must state the time, place and purpose for which called, and no other business shall be transacted unless two-thirds (2/3) of the voting members present concur to the additional agenda items.

 Section 3.2 doesn't define "notice", but in Bylaw Article V, Section 3.1 on "Regular Meetings" it states:

...When meeting times or places are changed without prior written notice to the membership, no official action may be taken.
------------------------------
I'm old enough to have conducted meetings before email, which isn't actually that long ago. But people seem to think it is the same as a postcard or other mailed notice. When "written notice" is called for, has email been accepted as Ok?

E-mail is okay if members have agreed to receive notice by e-mail.

"When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either: 
a. by postal mail to the member's last known address; or 
b. by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice."

(RONR, 11th ed., pg. 89)

Even if notice by e-mail is acceptable, a separate notice is required. It is not acceptable to include the notice in another document, such as a newsletter.

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I will second what Josh stated and add that burying it in the newsletter certainly doesn't sound like the Board is even following the intent of providing notice - so members know that there is a meeting. 

The newsletter is a good way of reminding members of the meeting, but is not necessarily the same thing as providing notice.

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Guest Natalie, I agree with the others. If your organization wants to be able to give notice of special meetings, etc, in the newsletter, you need to amend the bylaws to provide for that option. The downside is that some members may not even bother reading the newsletter and those who quickly glance at it can easily overlook a notice that is buried rather than prominently placed.

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In other words if notice is going to count as being informed through the newsletter then not only do the By-laws need to be amended but the amendment should also make it clear that the newsletter should have the notice on the first page and in a way that people will see it easily.

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1 hour ago, Richard Brown said:

Guest Natalie, I agree with the others. If your organization wants to be able to give notice of special meetings, etc, in the newsletter, you need to amend the bylaws to provide for that option. The downside is that some members may not even bother reading the newsletter and those who quickly glance at it can easily overlook a notice that is buried rather than prominently placed.

What if the newsletter is sent to every member?

The rule does not say that the notice must be sent separately.

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I don't know about "separate from any document," but the bigger point is that notice should be sent the way you'd send it if you actually wanted people to see it.  It's not pro forma, you have to actually try (unless you're following a procedure in the bylaws).  I don't have a source for that, but it seems like common sense (and is what courts seem to have come up with in federal civil procedure).

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16 minutes ago, Joshua Katz said:

I don't know about "separate from any document," but the bigger point is that notice should be sent the way you'd send it if you actually wanted people to see it.  It's not pro forma, you have to actually try (unless you're following a procedure in the bylaws).  I don't have a source for that, but it seems like common sense (and is what courts seem to have come up with in federal civil procedure).

If the secretary puts it in the newsletter, and the newsletter goes to everyone, that should be enough.  Now, if the put it extremely small font, like the kind used in currency, that is a bit of a difference.

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1 minute ago, J. J. said:

If the secretary puts it in the newsletter, and the newsletter goes to everyone, that should be enough.  Now, if the put it extremely small font, like the kind used in currency, that is a bit of a difference.

Even if the Secretary knows that no one reads the newsletter?  

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The following statements from RONR 11th Edition may help.  I believe the written notice for a special meeting to be a single document, not to be shared with any other (ie - newsletter), and that the following supports that.  I'm new and learning, and open to all comments.

 

Quote

The bold and highlight is from me

[page 576] In a separate section it should be provided that "The regular meeting . . . [specifying which one, as "on the last Tuesday in May"] shall be known as the annual meeting." As explained in 9, this meeting is conducted in the same way as any regular meeting, except that officers are elected and annual reports are received from officers and standing committees. 
A section authorizing the calling of special meetings should state by whom such meetings can be called—such as the president, the board, or a specified number of members nearly equal to a quorum—and the number of days' notice required. It may be well to provide that no business shall be transacted except that mentioned in the call (that is, the notice) of the special meeting, although this rule would apply even if not expressly stated (see pp. 91–93). If the bylaws do not authorize the calling of special meetings, such meetings are not permitted—except when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see p. 660, l. 28 to p. 661, l. 1). 

[page 91 l 26] Special Meeting 
A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. 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. The reason for special [page 92] meetings is to deal with matters that may arise between regular meetings and that require action by the society before the next regular meeting, or to dedicate an entire session to one or more particular matters.* As in the case of a regular meeting, the session of a special meeting in an ordinary society is normally concluded in a single meeting, unless the assembly at the special meeting schedules an adjourned meeting (see below). 
Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment (see footnote, p. 661). A section of the bylaws that authorizes the calling of special meetings should prescribe: 
    1)    by whom such a meeting is to be called—which provision is usually in the form of a statement that the president (or, in large organizations, the president with the approval of the board) can call a special meeting, and that he shall call a special meeting at the written request of a specific number of members; and 
    2)    the number of days' notice required. Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the meeting but including the day the notice is sent. 
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 [page 93] of days in advance, making sure that it contains all the necessary information. 
The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting.
This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting. If, at a special meeting, action is taken relating to business not mentioned in the call, that action, to become valid, must be ratified (see pp. 124–25) by the organization at a regular meeting (or at another special meeting properly called for that purpose). 
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. When a main motion related to business specified in the call of a special meeting is pending, it is as fully open to germane amendment as if it had been moved at a regular meeting. 

[/quote] edited to end the quote; what follows is from me.

I believe the call (that is, the notice) is a single document, for the purpose as outlined above, to give notice to the members of the action(s) which will be brought forth before the membership during the special meeting and "The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting."  So, why muddy what the purpose of the special meeting is within an e-newsletter containing other topics; let this call (notice) stand alone and speak only for its purpose.

 

 

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3 hours ago, Joshua Katz said:

Even if the Secretary knows that no one reads the newsletter?  

Well. what is the guarantee that members won't toss the notice out with the junk mail?  The secretary can only send out the notice, but he cannot require anyone to read it. 

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As best I can determine, there is nothing in RONR which explicitly requires that notice of a meeting must be provided in a paper or e-mail which is separate and apart from any other paper or e-mail sent to all members such as a newsletter sent out periodically, and so the question being debated is whether or not this requirement arises by necessary implication from what is explicitly required. I'm inclined to think not, but I'm perfectly satisfied to leave this decision in the hands the assembly in any particular case.

 

 

 

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