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  1. Hello! If Bylaws do not address special meeting, can any member call a special meeting with notice and purpose? What are the proper steps to take? Thank you!
  2. Our bylaws state that the board president "...will preside at all meetings of the Members and of the Board of Directors." Our members want a special member meeting and want to choose someone other than the president to chair that meeting. Does our bylaw language mean the president is the only person who can preside at any meeting? Could the members choose the presider for a special meeting given this language? Is there anything in Robert that could help interpret this language? Thank
  3. I might be a bit confused so looking for clarification. Board Minutes of an organization was published to its membership today. This is a national club so the BOD meets monthly via conference call and members do not attend the meetings. There was a special meeting held where the BOD received notification that a member of the current board wanted to prefer charges against another current board member. The fee required was paid and the board member was notified of the charges against them. It was also stated that a motion was made to move ahead with charges against two other members. I don'
  4. Our organIzation has always been loosely run and now our Board would like to call for the removal of our President. We are looking trying to understand the by-laws. Your assistant is much appreciated! Our by-laws state “Any Director, Officer, or Committee Chairperson may be removed from office by a vote of a majority of the entire Board of Directors for failure or refused to perform the duties of the office properly or for conduct bringing the Corporation into disrepute”. Two board members have seemed to start a personal campaign against me for a personality conflict. They have gott
  5. Our society uses RONR (11th ed.) as our parliamentary authority. At a recent special meeting of our society, a point of order as an incidental main motion was raised by the chair and declared well taken. This point was not mentioned in the call to the meeting (nor on a prepared agenda distributed beforehand). The point was concerning a supposed violation, around a year prior, of a rule in the bylaws requiring a vote to be taken by ballot, which would qualify it as exempt from the timeliness requirement of points of order (RONR p. 251 ll. 20-23). Those voted in under the supposed violation
  6. Our group is having a difference of opinion about our bylaws language. Our Chair had not set a date for a required quarterly meeting and with several key issues having short deadlines, several members exercised the following section of the bylaws. "Special meetings of the Board of Directors may be called by the President, or must be called by the President at the request of three (3) members of the Board. The Corresponding Secretary must cause notification of all Board members of the Special Board Meeting by email or mail, not less than ten (10) days prior to the date of the special meet
  7. 1) If the requirements to meet and convene a special meeting have been met and 2) the stated purpose is to consider a proposal to do something Has a motion tacitly been made because it was stated in the notice of the call for a special meeting or must someone make a motion to get the process started?
  8. Every year three seats of a nine-member board are up for election. Our election rules also state, “the board may only fill vacancies in its membership to serve until the next annual or duly noticed special association meeting. Notice of a special association meeting to fill vacancies shall include notice of the election. Any special association meeting to fill vacancies shall be held on a date that allows sufficient time for owners to declare their intention to run for election and to solicit proxies for that purpose.” And regarding any special meetings of the associ
  9. Hi, is there a difference between "calling" a meeting and "noticing" a meeting? Our body is disagreeing on who gets to set the time, date, and place of a special meeting. The body's Constitution says, "The Chair or 25% of all the voting members of the Central Committee may call a special Central Committee meeting. A special Central Committee meeting shall be noticed by postmarking an agenda at least one week before the intended meeting." If 25% of the body calls the meeting, do they set the time and place? Or do they have to have permission from the chair who then decides when and w
  10. 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
  11. Can you conduct business, such as approving bills, at a special meeting.
  12. Can you conduct business, such as approving bills, at a special meeting.
  13. 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
  14. 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 wi
  15. 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 se
  16. [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?
  17. Is there ever a scenario in which a committee should be appointed to approve the minutes? What about a special meeting?
  18. 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
  19. 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?
  20. 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?
  21. Guest


    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 candid
  22. 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 ema
  23. 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 is
  24. 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?
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