"Unofficial" special meeting

[Guest Michelle]

A week ago, the President of our organization called a special meeting to discuss how we resolve an incomplete election. The meeting was scheduled for 6:30. At 2:15, the President emailed to say they could not make it, the rest of us should meet, but could not vote, (regardless of quorum), without her there. Since two other members were going to phone/text in their votes when the motion was made, the question was posed for her to do so as well. 

Four of our eight members weighed in, saying we needed to put this to rest, and 3 of our members terms would be expiring at midnight, so we should move forward with the meeting. At 4:30 the President responded that she disagreed, and was cancelling the meeting. 

Our bylaws state that a special meeting can be called by the President or a majority of the executive board,(without time constraints.) A majority of the executive board agreed to the meeting, and the entire board was notified that the meeting would still take place. (The President was not asked to vote on the special meeting, after the majority vote was reached.) 

The meeting took place with a quorum, and the vote took place. After the meeting was adjourned, the President showed up, and said it didn't matter what took place, it was unofficial meeting, and anything that took place woild be voided. 

 

Although the President should have been asked to weigh in, do they have the authority to say a meeting is unofficial? 

Does the President have the authority to cancel a meeting because they won't be there?

Does the President have the authority to say a meeting can take place but no voting can take place if they are not there? 

[Richard Brown]

I see too many errors in what happened to even count them right now.  And several questions about other things, such as this business of voting by phone and by text message.  What the heck??  Do your bylaws authorize any of that?  If not, it is all improper unless your organization is subject to some state law that makes it ok.

 

It seems to me your president was wrong on just about all counts.   Assuming the meeting was properly called and that the purpose of the meeting was stated in the call of the meeting and assuming that a quorum was present and assuming that the very questionable business of voting by phone and text message was proper, the president had no authority to cancel the meeting or tell you that you could not vote without her there. 

 

IF everything else about the meeting was proper, the matters decided at the meeting are valid.  But, the first word in the preceding sentence is one very big....huge..... "IF". 

[Guest Michelle]

I see too many errors in what happened to even count them right now.  And several questions about other things, such as this business of voting by phone and by text message.  What the heck??  Do your bylaws authorize any of that?  If not, it is all improper unless your organization is subject to some state law that makes it ok.

 

It seems to me your president was wrong on just about all counts.   Assuming the meeting was properly called and that the purpose of the meeting was stated in the call of the meeting and assuming that a quorum was present and assuming that the very questionable business of voting by phone and text message was proper, the president had no authority to cancel the meeting or tell you that you could not vote without her there. 

 

IF everything else about the meeting was proper, the matters decided at the meeting are valid.  But, the first word in the preceding sentence is one very big....huge.... extraordinarily huge.... IF. 

 

I see too many errors in what happened to even count them right now.  And several questions about other things, such as this business of voting by phone and by text message.  What the heck??  Do your bylaws authorize any of that?  If not, it is all improper unless your organization is subject to some state law that makes it ok.

 

It seems to me your president was wrong on just about all counts.   Assuming the meeting was properly called and that the purpose of the meeting was stated in the call of the meeting and assuming that a quorum was present and assuming that the very questionable business of voting by phone and text message was proper, the president had no authority to cancel the meeting or tell you that you could not vote without her there. 

 

IF everything else about the meeting was proper, the matters decided at the meeting are valid.  But, the first word in the preceding sentence is one very big....huge.... extraordinarily huge.... IF. 

Our bylaws do not specifically say that we can vote via phone oe text. The suggestion was made "if it was needed" to have a simple majority, but it did not happen. There was a quorum, and the vote took place, with those present. 

[Transpower]

Was proper notice given?  Assuming so, it is not necessary that the president be present.  If a quorum were present, then what was decided is valid.  It seems that the president is out of order for 1) trying to cancel the meeting, and then 2) trying to void the results. Any votes taken by phone or e-mail would be void, as the bylaws do not countenance those--but there apparently weren't any, anyway.  

[Richard Brown]

Our bylaws do not specifically say that we can vote via phone oe text. The suggestion was made "if it was needed" to have a simple majority, but it did not happen. There was a quorum, and the vote took place, with those present. 

 

Was proper notice given?  Assuming so, it is not necessary that the president be present.  If a quorum were present, then what was decided is valid.  It seems that the president is out of order for 1) trying to cancel the meeting, and then 2) trying to void the results. Any votes taken by phone or e-mail would be void, as the bylaws do not countenance those--but there apparently weren't any, anyway.  

I agree with Transpower that if proper notice was given and the notice properly disclosed the action proposed to be taken at the special meeting (which is part of a "proper" notice), and if a quorum was present and if nobody actually voted by phone or text message (or if they did, there were not enough of those votes to affect the result), then it seems to me the meeting was proper and the action taken at the meeting was proper and is valid. 

 

The president cannot "void" the results of the meeting unless there was a continuing breach of some kind as defined on page 251 of RONR.  In that case, a point of order is necessary, but the president can raise it herself at the next meeting.   Her ruling, however, is subject to an appeal to the assembly.  The assembly has the final word, not the president.

[Guest Michelle Ricco Jonas]

I was going to post a very similiar question; however see that a thread has already been started.  I have some points to clear this up and follow up questions.

 

1.  The meeting in question was called by the President with the intent to discuss the By-Laws in general as the practice of members making decisions via email was getting of great concern.  Emails for decisions being sent out and decisions being made without all members having either seen the email, weighing in/voting, no formal motion/second etc...and therefore no formal tracking of decisions made as would be the case if these motions were brought to our meetings.  "Majority Ruled" even when they may not have been the best decisions or decisions at times being made without it even coming to the Board for approval.

 

There was also the concern that there were two "open" positions to the Board as a result of the person who was voted into both of those postions choosing not to take either of them.  Since there were many items to discuss, resolve and I was bringing many of them to the floor - due to unforseen circumstances at my employment I needed to postpone the meeting.

That is why we ALL needed to be at the meeting to discuss the tightening up of the by-laws not just how we were going to fill the positions left open.  I will also not that even though we have in our by-laws that we govern our meetings by Rober's Rules - it was done very loosly, as many have never even been on Boards before or ever really used Robert's Rules to the degree they are now trying to enforce in "particular situations"....and now I see members on here asking question (which is good....but to serve what purpose?)

 

It was last minute, so my communication of the circumstances went out via email asking that we postpone the meeting until Thursday, understanding that three of the Board members would technically not be on the Board, they would be able to attend the meeting and still provide input to the conversation and the current Board (minus the two open positions) would then vote on the changes.

 

The descrition of what was described earlier is not as accurate as the person would like you to believe.  Another Exec. Board member sent an email out to the other Exec Board members excluding the President from the communication to call a "special" meeting after I had asked to reschedule the meeting.  This person on recieved 2 responses from and the third Exed Board member did not have ample time to see, review or have time to comment on the on the 'motion' as they were driving from work.  When they recieved the notice, they were not in agreement and were told it didn't matter as they had an Exec Board majority to hold a "special meeting".  Our by-laws do not allow for absentee voting...I even brought this up when they asked me to "text in or call in".  If I could have done that I would have just been at the meeting....I had an emergent deadline, hence why I asked to change the meeting....do something I wanted to do, but needed to do.  There were two other members that stated they would text in/call in to vote (if needed)...if I had been at the meeting, I would not have allowed this, as this has never been allowed and not in our by-laws....that is why one of the Board members who was not going to attend - ended up attending the "special meeting" meeting that was called so to have a quorum in my absence.

 

So yes - our by-laws states: "Special meetings of the organization may be called from time to time by the President, or by simple majority of the executive committee"..... however, my question, how can this be done while excluding the President, who is a part of the Executive committee from the communication and not allowing ample time for all members of the Executive committee to receive, review and communicate back on the motion or request to meet?  Is this considers a legal meeting and then the decisions made at this meeting valid?

 

So based on how this "special meeting" was actually called....was the meeting valid?

 

Thank you for your time.

Michelle Ricco Jonas

[Josh Martin]

So yes - our by-laws states: "Special meetings of the organization may be called from time to time by the President, or by simple majority of the executive committee"..... however, my question, how can this be done while excluding the President, who is a part of the Executive committee from the communication and not allowing ample time for all members of the Executive committee to receive, review and communicate back on the motion or request to meet? Is this considers a legal meeting and then the decisions made at this meeting valid?

So based on how this "special meeting" was actually called....was the meeting valid?

Based upon the facts provided, the meeting is still valid. The President was not excluded from the call of the meeting (and could not have been, since the President sent the call). The President then improperly attempted to cancel the meeting, and the members did not inform the President that they were going to continue to hold the properly called meeting, despite the President's improper attempt to cancel it. I think it was rude not to inform the President of this, but it does not invalidate the meeting.

The bottom line is, a properly called meeting cannot be canceled or postponed by the President. The initial call of the meeting was and is valid, so the meeting is also valid, notwithstanding any subsequent communications. If you felt that the meeting should have been postponed, you should have held the meeting at the scheduled time and then, at the meeting itself, suggest that the meeting be adjourned to a later date. It would have been at the discretion of the board whether to do so.

The issue of the absentee votes is problematic, but as I understand the facts, no absentee votes were actually cast. If they had been, and if such votes could have affected the result, then some motions might be invalid, but not the entire meeting.