Special meetings

[Guest Darrel R. Weers]

Who can call for a special meeting? What can be placed on the agenda?

[Chris Harrison]

Who can call for a special meeting?

Whoever the bylaws authorize to call one (and if the bylaws don't provide for Special Meetings then they can't be called at all).

What can be placed on the agenda?

Anything as long as the bylaws don't prohibit conducting that specific item of business in a Special Meeting.

[Gary Novosielski]

Anything as long as the bylaws don't prohibit conducting that specific item of business in a Special Meeting.

...but once the purpose of the meeting is set, and that is included in the call of the meeting, no OTHER business would be in order, except that for which the meeting was specially called.

[wilyoung]

(and if the bylaws don't provide for Special Meetings then they can't be called at all).

That depends on what type organization you have. Our state law specifies a procedure for calling special meeting of nonprofit corporations. And has no provision that the bylaws may prevent them.

[hmtcastle]

That depends on what type organization you have. Our state law specifies a procedure for calling special meeting of nonprofit corporations. And has no provision that the bylaws may prevent them.

Chris H. answered the question as far as RONR is concerned and that's the focus of this forum. Certainly there are rules and laws that supersede RONR but you'll have to look elsewhere to determine if they're applicable.

[wilyoung]

Chris H. answered the question as far as RONR is concerned and that's the focus of this forum. Certainly there are rules and laws that supersede RONR but you'll have to look elsewhere to determine if they're applicable.

And that is what Chris H. should have said. To say flatly, "... then they can't be called at all," is a misstatement and may dissuade the original poster from seeking authority outside RONR. In fact, the RONR may overstate its own authority on page 89 lines 26-27. It should have the additional phrase, "unless otherwise provided for in public law," or some such.

Unfortunately, we are in a situation now in which reliance on absolute unqualified statements in the RONR have proven to be incorrect with respect to state law. Our bylaws (and probably others should) state, with respect to the authority of RONR, "... and in which they are not inconsistent with public law ... ." Also, unfortunately, RONR (10th ed.) p. 569, l. 31-35 leaves this phrase out of its example bylaws. My advice - always look to public law first, then bylaws, then RONR last. Too often the parliamentarian looks to bylaws and RONR and forgets that public law trumps both.

[Gary Novosielski]

public law ... ." Also, unfortunately, RONR (10th ed.) p. 569, l. 31-35 leaves this phrase out of its example bylaws. My advice - always look to public law first, then bylaws, then RONR last. Too often the parliamentarian looks to bylaws and RONR and forgets that public law trumps both.

Well, that's because RONR in its text already says that public law supersedes the bylaws, special rules of order, and parliamentary authority.

And I know of no parliamentarian who would "forget" that.

Your experiences may vary.

None of that changes the fact that this forum does not have the time, resources, or inclination, to serve as a reference for legal matters.

[Chris Harrison]

RONR p. 16 says:

When a society or an assembly has adopted a particular parliamentary manual-such as this book - as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) or any special rules of order of the body, or any provisions of local, state, or national law applying to the particular type of organization.

so RONR doesn't make unqualified statements because less than 20 pages into the book RONR specifically says it is not on the top of the food chain. Plus nothing that the OP said begins to suggest that there would be any applicable laws to look to (and I would have mentioned it if it had) and in those sort of cases mentioning the law tends to send people off on a wild goose chase.

[wilyoung]

RONR p. 16 says:

so RONR doesn't make unqualified statements because less than 20 pages into the book RONR specifically says it is not on the top of the food chain. Plus nothing that the OP said begins to suggest that there would be any applicable laws to look to (and I would have mentioned it if it had) and in those sort of cases mentioning the law tends to send people off on a wild goose chase.

Since we don't know whether the OP came here as a first or last resort, nor do we know how familiar he is with RONR (presumably not overly, since he is asking a fairly basic question), and since the statement, "... then they can't be called at all," is pretty absolute and unqualified, and since he may not be regular participant/visitor to this site (he is signed in as guest), it might be good to first remind him that in the absence of public law and bylaws covering the subject here is what RONR says. Without those understandings and caveats COMING HERE might be one step (first or last) in that wild goose chase.

[hmtcastle]

it might be good to first remind him that in the absence of public law and bylaws covering the subject here is what RONR says.

If a guest first checks out the FAQs (which visitors are advised to do on the home page) he will find this notice:

CAUTION:

THE ANSWERS GIVEN HERE TO THE QUESTIONS PRESENTED ARE BASED UPON THE RULES CONTAINED IN ROBERTS RULES OF ORDER NEWLY REVISED. THESE RULES ARE, IN EFFECT, DEFAULT RULES; THAT IS TO SAY, THEY GOVERN ONLY IF THERE ARE NO CONTRARY PROVISIONS IN ANY FEDERAL, STATE OR OTHER LAW APPLICABLE TO THE SOCIETY, OR IN THE SOCIETY'S BYLAWS, OR IN ANY SPECIAL RULES OF ORDER THAT THE SOCIETY MAY HAVE ADOPTED. THIS FACT MUST ALWAYS BE KEPT IN MIND WHEN READING ANY OF THE ANSWERS GIVEN.

Further, as the situation may warrant, many of us begin our initial replies with, "As far as RONR is concerned", and end them with, "Your rules may vary".

[David A Foulkes]

Everyone here, including wilyoung, makes valid points.

Yes, we should reply with "As far as RONR is concerned....", or "No rule in RONR prevents it", or similar disclaimer, as opposed to saying flat out "it can't (or can) be done." We know there may be other governing documents (constitution, bylaws, sunshine laws, public law, corporate law, HOA guidelines, etc) that may overrule RONR, and it would be fair to posters to acknowledge that.

It can be more than assumed that any posters who have read FAQ 20 and Chapter XX would not need to post questions asking how to remove a dictatorial President. They are looking for the quick and definitive answers, and those are oft times neither quick nor definitive. Being mindful of this, we regularly direct them to those resources as well as offer our insights and opinions.

But, wilyoung, every poster here has an obligation of personal responsibility to fully investigate their question beyond what is provided here. And it is fairly certain to say that some (at least) posters find their way onto this forum by skipping past the initial pages that qualify all of this (as noted in varying forms above). But any poster who is to come here thinking they'll get the quick and dirty answer and then return to their meetings armed with an irrefutable argument to set their Board straight does as much of a disservice to themselves and their organization as does the well-intentioned "it can't be done." They also have, shall we say, an implicit responsibility to be familiar with the rules in RONR and very familiar with their own bylaws, if they are going to be participating at meetings, if only to know when someone is doing something wrong, as well as the proper way to handle things.

If I were to ask a police officer if I can put a tool shed in my backyard, and depend on his "no criminal or civil law prevents it" answer to go ahead with it while not investigating building and zoning restrictions in my neighborhood, I get what I deserve when the neighbor turns me in to "the authorities."

It should be understood by all who post here that the answers given are according to the rules of order set forth in RONR. It says so right on the "front door." And it also encourages visitors to first review the FAQ page and the Official Interpretations page, and then states "If that doesn't settle the matter, you can participate in our Question and Answer Forum." In other words, do A and B, and then if you still don't have your answer, check out the Q&A forum. Anyone who jumps right to C misses out on a wealth of information that we're going to "make" them go back and read anyway.

We can take a few extra keystrokes to clarify that. But I dare say we shouldn't have to spend five minutes on every reply doing so, nor change our signature lines to include, at length, the many possibilities where RONR would not be applicable or might be overridden by other authority, including reference to all of them. Look at the map before you get lost, and you won't have to stop and ask directions so often.

[Josh Martin]

Since we don't know whether the OP came here as a first or last resort, nor do we know how familiar he is with RONR (presumably not overly, since he is asking a fairly basic question), and since the statement, "... then they can't be called at all," is pretty absolute and unqualified, and since he may not be regular participant/visitor to this site (he is signed in as guest), it might be good to first remind him that in the absence of public law and bylaws covering the subject here is what RONR says. Without those understandings and caveats COMING HERE might be one step (first or last) in that wild goose chase.

It is always true that applicable law and the Bylaws trump RONR, but it gets a bit tedious to type that for every post we make (but if it helps any, I've updated my signature to add another disclaimer). I concur with Mr. Mountcastle and Mr. Foulkes that posters have some responsibility to read the warnings associated with the forum. I do not begrudge the additional reminder that the poster should check applicable laws, as this is certainly a more common concern with some types of rules or some types of organizations, but your post should have gone no further. Discussing the specifics of state laws is beyond the scope of this forum, and may be misleading to posters.

[tctheatc]

In general, a standing rule of internet message boards is do not feed the trolls.

[Chris Harrison]

In general, a standing rule of internet message boards is do not feed the trolls.

I wouldn't say he is a troll. He just thinks that we should cover any permutation and combination possible which is not appropriate given that this is a RONR forum and that RONR already says that it is not on the top of the food chain.

[tctheatc]

It's a RONR forum. Everything's i the context of RONR. It's questions about RONR. It's one thing to have the opinion that every answer should cover every possible scenario outside that context. It's another thing to keep beating a dead horse. JMO.

[hmtcastle]

It's a RONR forum. Everything's in the context of RONR. It's questions about RONR.

Well, it's just as often questions about bylaws. Or small dog clubs. Or spouses serving on the same board.

And though I do think the official disclaimers are sufficient, it does help, from time to time, to add the usual caveats. Which most of us do, from time to time.

But just wait until 'wilyoung' encounters such unadorned statements as, "You have no board" (and the board you don't have is powerless).