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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't see where a specific member paid the fee to prefer charges so not sure this set of charges is legitimate. I'm assuming the board itself is preferring charges against these two additional members but there were not many details. The fact that these three members having charges preferred against them are members who were recently elected by the membership to serve on the next BOD (during a contentious election), is interesting to me. It seems that there might be some sour grapes here but, I digress. Each member who has had charges preferred against them has been notified and a hearing date has been set. Should this "special meeting" actually have been held in Executive Session, and if yes, how does not being held in Executive Session affect this process going forward?
  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 gotten other board members to go against me and sent me an email with statements that are unfounded and not factual. They have asked for my resignation or they will vote me out by majority vote. The Board has had several conference calls to discuss my removal. I was not aware of the calls and was not notified. I am also wondering who can call a Special Meeting to have a vote or for any other reason. Our membership only votes for elected officers. Under Meetings, the by-laws state “Special Meetings of the Corporation shall be held at such times and places as the Board of Directors shall determine. Special meetings also shall be called by the President upon the request in writing of not less than 5% of the Active Professionak Members, who shall specify in their request the business which they desire to be considered at the proposed meeting.” Under Notice, a paragraph states, Special Meetings of the Board of Directors may be called on four days’ notice by first class mail or 48 hours notice if delivered by phone or email.” I am trying to understand: 1)if the Board can remove me as President for statements which are petty, not factual, and unfounded with a Majority Vote. 2) Who has the authority to call for a special meeting to discuss my removal? If notice was not given to the entire board, does this make the meetings null and void? 3) Who has the authority to send out notice for a special meeting of the board to vote for my removal with a Majorty Vote (which they seemed to have already determined is majority). If they had a meeting to vote me out and I was not included, does this make it null and void? Thank you!
  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 were still in office. The timeliness requirement exception states that the point may be made "at any time during the continuance of the breach." (RONR p. 251 ll. 3-7, emphasis added). However, again, the point was not incident to the business stated on the call to the meeting (which qualifies it as an incidental main motion). I have three questions: Can this point have been validly made at this special meeting? Did this point violate the rights of those absent from the meeting? Should the chair, who is a member, have been able to make this point while presiding, if it were a regular meeting? (it is a large assembly of over 100 present from a body of over 500)
  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 meeting. The meeting notice must include the time, place, and agenda of the meeting. No business other than the stated agenda of the official meeting notice may be acted upon at a special meeting. A majority of the Board of Directors must be present electronically or physically to conduct business at such special meetings." The letter to the Chair specified a date, time, and agenda and asked the Chair to determine a place. The Chair did not respond to this request directly but instead sent word through the Vice Chair that a regular board meeting would occur six days later and for only one hour with an agenda to be sent later. 1) Does the Chair have the power to refuse to acknowledge the petition or to determine the time, place, and agenda? The agenda items sent by the board members are items required in the bylaws that are not being carried out by the leadership. 2) Can the Chair prevent the group from meeting on the date set by the group? 3) If the Chair has the right to control the meeting and agenda, how does the rest of the board hold him/her accountable? Thanks for your help.
  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 association, “…(b) Special meetings of the association may be called by the president, a majority of the board, or by a petition to the secretary or managing agent signed by not less than twenty-five per cent of the unit owners as shown in the association's record of ownership; provided that if the secretary or managing agent fails to send out the notices for the special meeting within fourteen days of receipt of the petition, the petitioners shall have the authority to set the time, date, and place for the special meeting and to send out the notices and proxies for the special meeting at the association's expense in accordance with the requirements of the bylaws and of this part; provided further that a special meeting based upon a petition to the secretary or managing agent shall be set no later than sixty days from receipt of the petition. (c) Not less than fourteen days in advance of any meeting, the secretary or other officer specified in the bylaws shall cause notice to be: (1) Hand-delivered; (2) Sent prepaid by United States mail to the mailing address of each unit or to any other mailing address designated in writing by the unit owner; or (3) At the option of the unit owner, expressed in writing, by electronic mail to the electronic mailing address designated in writing by the unit owner. The notice of any meeting must state the date, time, and place of the meeting and the items on the agenda, including the general nature and rationale of any proposed amendment to the declaration or bylaws, and any proposal to remove a member of the board; provided that this subsection shall not preclude any unit owner from proposing an amendment to the declaration or bylaws or to remove a member of the board at any annual association meeting.” Question: There are at least six known members of the assembly running for the three seats this year. If a 4th board member wants to resign so that 4 seats are open for election at this year’s Association’s Annual Meeting and does not want the board to fill his seat until that Annual Meeting, when is the most opportune time to resign? Would the day of Annual Meeting suffice? Could the resignation take place at the Annual Meeting? Please assume that proper notice of the Annual Meeting and election to vote for 3 open seats has been provided to the association's members and that the 4th board member does not want the board to select his replacement and instead wants the association's members to have a fair opportunity to elect his replacement.
  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 where they can meet?
  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 the bylaws, or whether other special rules of order pertaining to this being a "special meeting" (a special convention) might do the same
  11. Guest

    Administrative Officer

    Can you conduct business, such as approving bills, at a special meeting.
  12. Guest

    Administrative Officer

    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 a motion to enter "executive session" to deal with a matter not on the published agenda be in order when the item may have serious implication for the organization?
  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 will be introduced—indicating its exact content as described below—must be included in the call of the meeting (p. 4) at which the motion will be brought up..." Yet, RONR (11th ed.), p. 93, ll. 13 - 18 states "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." If the motion that will be considered fits the criteria for "necessary conditions for the adoption of specific motions", must the motion be included in the call for the meeting? Thanks
  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 seated. " In their bylaws it states "Roberts' Rules shall govern its meetings".It also states under the duties of the officers that the president "shall: Not vote in meetings of the *board organization* except in the case a of tie." The election was handed during a properly called special meeting. Motions were passed nominating board members for each position. A motion was passed to hold elections and a motion was passed to hold a roll call vote for the elections. Following a series of tied votes and recesses, the argument was made that the president should abstain from voting as the by-laws supersede Roberts rules. Another vote was held, with the president abstaining, and the sitting president lost his seat to the other nominee 6-5. In the next votes for the remaining officer positions, following another argument, the newly voted president had to abstain and the former president voted instead. All the remaining current officers were reelected 6-5. The new president also acted as chair for the remainder of the meeting. My questions are: what is the rule when Roberts rules of order conflict with the by-laws? And when are elected officers considered "seated"? Should the sitting president have continued in his role for the duration of the election, the duration of the meeting? There is nothing in the charter or by-laws besides what i have quoted here that pertains to the election of officers.
  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 I get from RONR, any action taken at a special (or other) meeting not in context with the "call" must be ratified at the next meeting in order for the action to stand. The vote resulted in: 2 in favor; 3 against; 2 abstains (motion failed). Due to the failure of the motion: (1) does the failure need to be ratified at the next meeting or (2) does the failed motion void the action all together?
  19. Guest

    Special meeting agenda

    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 candidate to run for an elected position under a grandfather clause that is proposed to be removed under the revision. Am I to assume that since we have already followed the posting and notification process of the revision that we are obligated to have the vote at our regular meeting?? URGENT!
  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 email, messaging, etc, can an email be considered personal contact? I suppose that is an older term that may now seem ambiguous. Would the email have to be done one person at a time to be considered personal contact versus an email with 15 recipients? Is the whole meeting invalidated because of that one member that was not personally contacted/noticed properly? Everyone else did not see it as a big problem, since she showed up, we felt like, let's just get on with the meeting. She abruptly resigned and stormed out. We still had a quorum, my question is: did we still have a valid meeting? I know by-laws should be followed, but is that enough of a violation to invalidate an entire meeting?
  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 issues that are not able to wait until the next Regular meeting. And sense the motion for the Special meeting was specific to meeting to finalize a budget, that pretty much constitutes the purpose and agenda. Therefore we cannot add other items to the meeting. My recommendation to the Board Member is that the landscape issue can be put on the next Regular Meeting agenda. I'd like to make sure I'm clear on my understanding of Special Meetings before I give them my response. Thanks Laurie (HOA Pres.)
  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?
  25. A member has called a special meeting, in accordance with our bylaws, through a letter to the officers. The letter states that they are calling a special meeting to "discuss our leadership structure." RR and our constitution state that only the stated agenda can be discussed at a special meeting. Since the member's letter only specifies "discussion," with no actionable item to be voted upon, would any voting outside of discussion procedure be considered out of order? If a member moved to dissolve the leadership board or dismiss an officer, wouldn't that be beyond the scope of the stated special meeting agenda?
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