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special meeting notice


Trina

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In this recent thread, the original poster described a situation in which a special meeting was called 'to discuss' a certain matter:

The poster's question was whether this wording (namely, discussion only) in the call precluded motions and votes on the matter. Several responders pointed out that such a restriction was not possible, as it would be attempting to impose a special rule of order on the meeting, before the meeting even started.

Since 'discussion' is a word many people use colloquially for debate, this particular situation seemed a bit ambiguous anyway, as to what the assembly which voted to call the special meeting actually had in mind.

However, what happens if a call goes out that very clearly states that no action will be taken on a particular matter -- for example, "A special meeting of the XYZ society is called to exchange views on the proposed addition of a kitchen to the clubhouse. No votes will be taken -- this meeting is for discussion only."

Per RONR, such a restriction is apparently improper. However, if many of the members believe what it says in the call, they may choose not to attend, since they know that no votes will yet be taken on the kitchen project. Perhaps they've already made up their minds on the project, and don't feel a need to attend and 'exchange views'. If motions and votes do take place at the meeting, it certainly looks like the rights of those absentees have been violated.

Are those absentees just out of luck (they should have better understood the parliamentary authority, rather than relying on the clear language of the notice)? That seems unfair, as this is really a somewhat esoteric point.

ETA:

I can see that the assembly can ultimately rule on this issue -- i.e. someone raises a point of order at a future meeting that the votes at the special meeting are null and void because the rights of absentees were violated, the chair rules the point not well taken (??), the ruling of the chair is appealed, the assembly eventually decides.

I suppose my question, in part, is -- how should the chair properly rule in this case?

And, in real life, a group that issues such a restrictive call to meeting in the first place is unlikely to be well versed in the whole point of order, ruling, appeal process -- people will just feel that something really unfair happened...

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I can't see where the restriction is improper and if notice says discuss, then that's all you can do. I'm not buying the imposition of a special rule of order thing.

I agree that a "discussion only" restriction could be imposed although, since "the reason for any special meeting is to deal with important matters that require action by the society before the next regular meeting" (p.89), it could be argued that a "discussion only" special meeting is out of order on its face.

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However, what happens if a call goes out that very clearly states that no action will be taken on a particular matter -- for example, "A special meeting of the XYZ society is called to exchange views on the proposed addition of a kitchen to the clubhouse. No votes will be taken -- this meeting is for discussion only."

Per RONR, such a restriction is apparently improper. However, if many of the members believe what it says in the call, they may choose not to attend, since they know that no votes will yet be taken on the kitchen project. Perhaps they've already made up their minds on the project, and don't feel a need to attend and 'exchange views'. If motions and votes do take place at the meeting, it certainly looks like the rights of those absentees have been violated.

Are those absentees just out of luck (they should have better understood the parliamentary authority, rather than relying on the clear language of the notice)? That seems unfair, as this is really a somewhat esoteric point.

Yes. They are "out of luck."

• They have been lied to. Where there is a conflict with a LIE and a PARLIAMENTARY RULE, the PARLIAMENTARY RULE will prevail, as the LIE yields.

• The written call-to-meeting's language was deceptive, and parliamentarily impossible.

A written call-to-meeting cannot say:

• "Voting will not take place".

• "Debate is limited to 2.5 minutes".

• "Mr. Stackpole and Mr. Mervosh cannot debate, and Mr. Tresser cannot attend".

• "The motion "Lay On The Table" shall be out of order.

• "Mr. Jacobs will chair the meeting pro tem; Trina will be secretary pro tem."

(Etc.)

To repeat: Special rules of order cannot be invoked via a written call-to-meeting of a special meeting.

No quorum. No voting and no general consent. Unilateral (dictatorial) decision-making.

That is why special rules of order cannot be "pre-ordered" by a SINGLE INDIVIDUAL, viz., the caller of the special meeting. - He doesn't have the authority.

The caller only gets to say (1.) when; (2.) where; (3.) what/why (i.e., the list of items of business to transact).

The caller never gets to say how (i.e., what parliamentary procedure shall be out-of-order, nor in-order).

ETA:

I can see that the assembly can ultimately rule on this issue -- i.e. someone raises a point of order at a future meeting that the votes at the special meeting are null and void because the rights of absentees were violated, the chair rules the point not well taken (??), the ruling of the chair is appealed, the assembly eventually decides.

I suppose my question, in part, is -- how should the chair properly rule in this case?

At the special meeting, the assembly decides whether this special meeting's call-to-meeting shall be adhered to or not.

The assembly may say, "Hey, yeah, okay, let's limit debate to 2.5 minutes, and never vote, and Lay On The Table shall be out of order today."

If they all, with no POINT OF ORDER nor APPEAL, agree to the limitations no their own, via their silence, then no violation will have occurred.

If the assembly, at the special meeting, decides that the written-call-to-meeting was in error in many ways, the assembly is under no obligation (for example) (a.) to limit debate to 2.5 minutes; and (b.) to not vote; and (c.) to disallow Lay On The Table.

To repeat my point:

Errors, lies, and fraud, together, cannot overrule fundamental principles of parliamentary law, nor overrule a written parliamentary rule.

You need a suspension of the rules, or you need unanimous consent, in case #b, to run-around the above two safeguards.

You can do neither in case #a (viz., violate a fundamental principle of parliamentary law).

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As usual, Trina is making us think about things a little harder. :)

Are those absentees just out of luck (they should have better understood the parliamentary authority, rather than relying on the clear language of the notice)? That seems unfair, as this is really a somewhat esoteric point.

No, I think the absentees have a valid case in this situation.

I suppose my question, in part, is -- how should the chair properly rule in this case?

I think that the chair should rule that the notice was sufficiently misleading as to violate the rights of absentees and that no business could be validly conducted at the special meeting.

And, in real life, a group that issues such a restrictive call to meeting in the first place is unlikely to be well versed in the whole point of order, ruling, appeal process -- people will just feel that something really unfair happened...

Well, a group that is not well versed in those procedures would have probably followed the chair's orders at the special meeting and not voted on anything in the first place. You have certainly raised an interesting question, but it seems to me that a peculiar set of circumstances would need to come together for it to actually happen.

I can't see where the restriction is improper and if notice says discuss, then that's all you can do. I'm not buying the imposition of a special rule of order thing.

Mr. Mervosh, when RONR says that "only business mentioned in the call of the meeting can be transacted at such a meeting," (RONR, 10th ed., pg. 90, lines 18-19) I don't see how that suggests that the call may limit how that business may be transacted.

I agree that a "discussion only" restriction could be imposed although, since "the reason for any special meeting is to deal with important matters that require action by the society before the next regular meeting" (p.89), it could be argued that a "discussion only" special meeting is out of order on its face.

I think Mr. Mountcastle has it exactly right. The call is so restrictive as to be effectively meaningless.

Errors, lies, and fraud, together, cannot overrule fundamental principles of parliamentary law, nor overrule a written parliamentary rule.

Mr. Goldsworthy, while I am in full agreement that a call for a special meeting cannot properly limit how the business may be transacted, it seems to me that in this particular circumstance, the call is so deceptive that it would likely cause many members not to attend, which appears to violate the rights of absentees. Unless the members are quite well-versed in parliamentary procedure or highly skeptical of their officers, they really have no reason to disbelieve the claim in the call that no votes will be taken.

Hmmm, I can't help but notice a lack of consensus in the responses so far...

That shouldn't be surprising. I think you've just reopened one of the great ongoing debates of this forum.

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This is a case where everyone is correct -- some in principle and others by way of the rules.

The Call of a Special Meeting has three separate functions:

1) to create the Special Meeting;

When a proper call is sent, the Special Meeting is created.

2) to inform the members of the Special Meeting;

When the call is received, the members are informed.

3) to limit what business can be considered.

As much as this function resembles previous notice for a motion, it’s actual a rule all of its own, beginning and ending on page 90, line 18-19. “Only business mentioned in the call of a special meeting can be transacted at such a meeting.”

When the motion “that the fence be painted” is made, the chair needs only to consult the Call of the Special Meeting to see if the motion is in order. If that business is mentioned, the motion is valid.

If the Call were inaccurate or misleadingly ambiguous, it wouldn’t be a properly called meeting. For example:

1) if the Society of Frequent Flyers had a meeting called for 9pm at the Portland Airport and half showed up in Oregon and the other half showed up in Maine, I’d say there wasn’t a properly called meeting, due to ambiguity, even though the place was included. - No meeting = No business

2) if the Insomniacs’ Club had a meeting called for 3:00 and half showed up at 3am and the others arrived at 3pm, I’d say that wouldn’t be a properly called meeting, though the time was stated in the call. - No meeting = No business

3) if the English-speaking Society receives a Call in Portuguese and no one can understand it, I’d say there wasn’t a properly called meeting, though the information was there. - No meeting = No business

In the alleged meeting, when a main motion is made (to transact business, as opposed to “discussion only”), the chair does one of the following:

1) rules it out of order based on the limits set by the Call, in which case the rights of those present are violated, instead of those absent, in which case no business will be transacted; or

2) he does the unthinkable and allows the perfectly legitimate motion, which, in itself, renders the Call invalid, because if more than discussion is in order, the Call contains misleading information (a LIE indeed, Mr. Goldsworthy), in which case no business will be transacted.

So, it seems that no matter which way this quagmire is stretched into something resembling proper procedure... no business can be transacted.

Perhaps the fact that the brilliant parliamentary minds on this site can’t concur on the simple fact of what is permissible at this meeting is proof enough of an existing ambiguity.

I think we could all concur that this "discussion only" gathering should not be a Special Meeting, as it should just be an informal collection of members, and excluding a member from that (by manipulation or misinformation) violates no rules or principles of parliamentary procedure.

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I can't see where the restriction is improper and if notice says discuss, then that's all you can do. I'm not buying the imposition of a special rule of order thing.

I doubt if that would "true notice" of the meeting, or a meeting that could conduct business. It is possible to have some type of a meeting where something will only be debated, or questions asked and answered about some issue, and not substantive motions made. It would be similar to a hearing in a committee sense (p. 453).

It is more of a question of if the assembly will be forming into a special session and less of a special rule being imposed. I agree with you on that point.

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"A special meeting of the XYZ society is called to exchange views on the proposed addition of a kitchen to the clubhouse. No votes will be taken -- this meeting is for discussion only."

Why stop at this silliness? How about "A special meeting of the XYZ society is called to sit around, have some tea, and chat. No votes will be taken -- this meeting is for sitting around, drinking tea, and chatting only."

I submit that this kind of notice will elicit responses that are even more enlightening. rolleyes.gif

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"A special meeting of the XYZ society is called to exchange views on the proposed addition of a kitchen to the clubhouse. No votes will be taken -- this meeting is for discussion only."

Why stop at this silliness? How about "A special meeting of the XYZ society is called to sit around, have some tea, and chat. No votes will be taken -- this meeting is for sitting around, drinking tea, and chatting only."

I submit that this kind of notice will elicit responses that are even more enlightening. rolleyes.gif

Yes, the example I used was an extreme case (since some posters, in the other referenced thread, took the position that it is impossible to restrict the actions of a special meeting a priori, so long as the meeting sticks to the item(s) of business mentioned in the call). Going further in watering down the call -- eliminating all mention of business, and adding the mention of beverages, isn't really illuminating. Besides, where are those XYZ people going to make tea anyway, since they haven't built their new kitchen yet? :)

It's the continuum in the other direction (going closer to proper notice) that seems to pose some problems.

The 'special meeting to discuss blah blah blah' language does happen in real life, as witness the periodic mentions of such a call on this forum.

"A special meeting of the XYZ society is called to discuss the proposed addition of a kitchen to the clubhouse."

"A special meeting of the XYZ society is called to hear opinions on the proposed addition of a kitchen to the clubhouse."

"A special meeting of the XYZ society is called to answer members' questions about the proposed addition of a kitchen to the clubhouse."

"A special meeting of the XYZ society is called to exchange views on the proposed addition of a kitchen to the clubhouse. No votes will be taken -- this meeting is for discussion only."

None of the above four calls seems implausible (i.e. it's not hard to imagine a real-life organization, with the usual smattering of knowledge about RONR, issuing such calls). However, according to some of the posts in this thread, one (or more) of these calls would unleash a meeting with full powers of action... while others would not. I must say, Mr. Goldsworthy's opinion would be the simplest to apply -- as long as the magic words 'special meeting' and 'proposed addition of a kitchen to the clubhouse' [i.e. the business] are in there somewhere, a fully empowered meeting springs to life.

However, I'm not persuaded that it's that simple. I'm not surprised to hear (as Mr. Martin pointed out) that this is an issue that has been discussed repeatedly in the past, but it is interesting that there doesn't seem to be one single 'right' answer. Mr. Wynn's opinion sounds quite reasonable -- if the meeting is not properly called, there is no meeting, and no business can be conducted. However, how is such a finding to be made, if there is NO meeting? Perhaps the members show up at the special meeting, the meeting is called to order, and the assembly then decides (with or without the help of the chair) that the meeting was improperly called, and the meeting is then promptly adjourned)... Is it perhaps analogous to a meeting without quorum, except in this case it would be a meeting without business?

RONR pp. 89-90 is really quite brief, and describes how to do things right. If all organizations followed the instructions and did things right, this forum would be a quiet place.

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Have I missed anything while I've been away from the computer?

Sure.

We learned:

• Notice applies to business. - You "give notice" for motions to be introduced.

• Notice does not apply to parliamentary rules. - You cannot "give notice" that a certain parliamentary motion shall be out of order.

E.g., "That tertiary amendments shall be allowed," nor "No suspension of the rules will be in-order."

Or that debate is out of order. Or that voting is out of order.

• Where there is a conflict between

(a.) a written parliamentary rule, vs.

(b.) a faulty notice,

the written parliamentary rule prevails, as the faulty notice yields.

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Trina, the fact that it is possible to notice a special meeting using ambiguous language should come as no surprise. It isn't hard to make up ambiguous language, but it is not helpful.

Referring to your original notice, I don't know what kind of meeting it will produce, if any, but I do know that it will not be a meeting of a deliberative assembly, and so I'm inclined to lose interest.

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Trina, the fact that it is possible to notice a special meeting using ambiguous language should come as no surprise. It isn't hard to make up ambiguous language, but it is not helpful.

Referring to your original notice, I don't know what kind of meeting it will produce, if any, but I do know that it will not be a meeting of a deliberative assembly, and so I'm inclined to lose interest.

Do you agree with Mr. Wynn, then, that faulty notice means there can't be a meeting (in the RONR sense), and that no business can be transacted?

Mr. Goldsworthy, on the other hand, maintains that faulty notice yields to the written parliamentary rule, and (if I understand his position correctly) that the meeting can proceed and conduct business, ignoring the improper restrictions which the notice attempted to impose.

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it is interesting that there doesn't seem to be one single 'right' answer.

In this case, not really. Such a topic as "the effects of an ambiguous call for a special meeting" will necessarily depend on the facts of a particular parliamentary situation. It's easy to apply a rule for what to do right. There isn't as simple a catch-all rule for what happens when things are done wrong, especially in such an area as this.

However, how is such a finding to be made, if there is NO meeting? Perhaps the members show up at the special meeting, the meeting is called to order, and the assembly then decides (with or without the help of the chair) that the meeting was improperly called, and the meeting is then promptly adjourned)... Is it perhaps analogous to a meeting without quorum, except in this case it would be a meeting without business?

Yes, I would think that an improperly called special meeting would be handled much the same way as an inquorate meeting.

If all organizations followed the instructions and did things right, this forum would be a quiet place.

The questions we get on this forum lead me to believe that such a parliamentary utopia is not to be attained in our lifetimes, so I think this forum will be in business for the foreseeable future. :)

Trina, the fact that it is possible to notice a special meeting using ambiguous language should come as no surprise. It isn't hard to make up ambiguous language, but it is not helpful.

Referring to your original notice, I don't know what kind of meeting it will produce, if any, but I do know that it will not be a meeting of a deliberative assembly, and so I'm inclined to lose interest.

Do you agree with Mr. Wynn, then, that faulty notice means there can't be a meeting (in the RONR sense), and that no business can be transacted?

Mr. Goldsworthy, on the other hand, maintains that faulty notice yields to the written parliamentary rule, and (if I understand his position correctly) that the meeting can proceed and conduct business, ignoring the improper restrictions which the notice attempted to impose.

I'm not aware of anywhere in RONR where something which "will not be a meeting of a deliberative assembly" can conduct business.

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Do you agree with Mr. Wynn, then, that faulty notice means there can't be a meeting (in the RONR sense), and that no business can be transacted?

Mr. Goldsworthy, on the other hand, maintains that faulty notice yields to the written parliamentary rule, and (if I understand his position correctly) that the meeting can proceed and conduct business, ignoring the improper restrictions which the notice attempted to impose.

"A deliberative assembly - the kind of gathering to which parliamentary law is generally understood to apply - has the following distinguishing characteristics:

"• It is a group of people, having or assuming freedom to act in concert, meeting to determine, in full and free discussion, courses of action to be taken in the name of the entire group." (RONR, 10th ed. p. 1).

If notice of a special meeting unambiguously says that no votes will be taken and that the meeting is for discussion only (as in your example), then the group that meets will not be able to "determine ... courses of action to be taken in the name of the entire group", and will not constitute a deliberative assembly.

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...Such a topic as "the effects of an ambiguous call for a special meeting" will necessarily depend on the facts of a particular parliamentary situation. It's easy to apply a rule for what to do right. There isn't as simple a catch-all rule for what happens when things are done wrong, especially in such an area as this.

...

Thank you. That illuminates a further distinction between answers on this thread -- some posters feel there is a clear answer (either that the assembly can conduct business regardless of limitations on procedure stated in the notice; or, that limitations on procedure stated in the notice make it impossible to hold a true meeting and conduct business). Others see ambiguity calling for interpretation... which I guess would come down to the assembly having to make the decision.

"A deliberative assembly - the kind of gathering to which parliamentary law is generally understood to apply - has the following distinguishing characteristics:

"• It is a group of people, having or assuming freedom to act in concert, meeting to determine, in full and free discussion, courses of action to be taken in the name of the entire group." (RONR, 10th ed. p. 1).

If notice of a special meeting unambiguously says that no votes will be taken and that the meeting is for discussion only (as in your example), then the group that meets will not be able to "determine ... courses of action to be taken in the name of the entire group", and will not constitute a deliberative assembly.

Thank you -- that is clear. One doesn't often see a citation from p. 1 :)

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If notice of a special meeting unambiguously says that no votes will be taken and that the meeting is for discussion only (as in your example), then the group that meets will not be able to "determine ... courses of action to be taken in the name of the entire group", and will not constitute a deliberative assembly.

I would say, "The bylaws take priority over an individual's call-to-meeting."

If the bylaws specify how to call a special meeting, and if the caller obeys 100% of those criteria, then the meeting which is called will be a special meeting of the organization, by definition. - Per the bylaws.

As a special meeting of the organization, the assembly may transact business as described in the written call-to-meeting.

Any rules of order which are limited or enhanced in the written call-to-meeting are not binding. - They are just one person's opinion, or one person's intention. - Not yet adopted, not yet acknowledged, by a majority or by a two-thirds vote.

The caller, as an individual, cannot suspend rules of order via a written call-to-meeting, or add to or subtract from, the rules of order, via a written call-to-meeting.

The written call-to-meeting of a special meeting is limited to listing the business to be transacted.

No fluff. No extra background material. No rules of order. - Those are red herrings, if not outright deceptive and manipulative.

Bottom line:

Just as a chair cannot prevent a member from voting, neither can the caller of the special meeting prevent a member from voting.

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kg,

Yes!

"The written call-to-meeting of a special meeting is limited to listing the business to be transacted."

So when the call-to-meeting EXCEEDS that limitation, it has gone beyond what is covered in RONR, 10th Edition, so no canned answer will be possible.

_______

"No fluff. No extra background material. No rules of order. - Those are red herrings, if not outright deceptive and manipulative."

_______

Yes!

If such a call includes such red herrings, possibly outright deceptive and manipulative, it is clearly not a proper call-to-meeting, and probably should be considered invalid.

___________

What can be learned from this, is, at least, that anyone who knows of these concerns and is involved with, or privy to, the preparation of a special meeting notice should be sure these concerns are addressed. Anyone who receives such a problematic notice should try to contact members before the meeting, to air these concerns.

______

And all nine of us who read this thread should disperse this information to the four corners of the earth. If each of us tells six people, and each of them another six, then, um, maybe the six of us will each receive in the mail five thousand envelopes with a dollar apiece.

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