Special Meeting

[Guest Chad Triolet]

Our President has called for a Special Meeting to discuss some issues. I have two concerns regarding the meeting,

1) This is what the Operating Code for our Board of Directors states regarding extra meetings..."There shall be two meetings held during the annual convention (one within seventy-two hours following the election of officers), a winter, a spring and a Summer meeting of the Board of Directors at a time and place determined by the President; other meetings may be called by the President or held at the written request of the majority of the Board of Directors." There is no mention in the By-Laws or Operating code that say specifically that the President may call a "Special Meeting". In addition, there is no language that states what defines a special meeting and the protocols that should be followed.

2) Our By-Laws and Operating Code clearly state that ALL Board Meetings may be attended by any member of the organization. From the OC for the Board for Directors - "Board meetings are open to all Association members with the provision that the meeting can go into executive session if necessary."

Our President is making this meeting an "invitation only" meeting. She is inviting only "voting board members" and a few "guests".

To my knowledge, this has never been done before and I am concerned that she may be taking a little too much freedom with her interpretation of Robert's Rules of Order.

Any feedback would be appreciated.

Thanks

[jstackpo]

Sounds like "other meetings may be called.." pretty well covers the president calling a meeting. But absent any details about notice requirements in your bylaws (RONR doesn't define "other meetings", only "regular" (scheduled) meetings and "special meetings", you are on your own as to what may be covered, &c.

But it does sound as though she is usurping power by her "invitation only" plan. Go to the meeting and raise the point of order, presuming you are a board member, that the calling of the meeting is improper and hence the meeting itself will be improper.

[Tim Wynn]

Our President has called for a Special Meeting to discuss some issues. I have two concerns regarding the meeting,

1) This is what the Operating Code for our Board of Directors states regarding extra meetings..."There shall be two meetings held during the annual convention (one within seventy-two hours following the election of officers), a winter, a spring and a Summer meeting of the Board of Directors at a time and place determined by the President; other meetings may be called by the President or held at the written request of the majority of the Board of Directors." There is no mention in the By-Laws or Operating code that say specifically that the President may call a "Special Meeting". In addition, there is no language that states what defines a special meeting and the protocols that should be followed.

A special meeting is a "called" meeting, which distinguishes it from a regular meeting. See RONR(10th ed.), p. 89-90.

2) Our By-Laws and Operating Code clearly state that ALL Board Meetings may be attended by any member of the organization. From the OC for the Board for Directors - "Board meetings are open to all Association members with the provision that the meeting can go into executive session if necessary."

Our President is making this meeting an "invitation only" meeting. She is inviting only "voting board members" and a few "guests".

RONR doesn't give her the authority to contradict the bylaws (if that's what she's doing), and it doesn't give her the authority to dictate which guests may attend.

To my knowledge, this has never been done before and I am concerned that she may be taking a little too much freedom with her interpretation of Robert's Rules of Order.

To accomplish what you describe, she would have to cite a rule found elsewhere than Robert's Rules. You should ask her about it. Perhaps there's a rule of your organization that she can reference.

[Bruce Lages]

1) Why would you think that the phrase "other meetings may be called by the president..." is not equivalent to the president calling a special meeting?

2) Unless your bylaws or operating code say otherwise, the president does not have the authority to select which members of the board of directors may attend a special (or 'other') meeting; all board members are entitled to attend all board meetings. As far as guests are concerned, it is the board, not the president, which decides which non-members (of the board) can attend. However, your other operating code statement suggests that the board can only exclude members of the association who are not board members by invoking executive session - again it is the board, not the president, which makes the decision whether to enter executive session.

[Guest Chad Triolet]

1) Why would you think that the phrase "other meetings may be called by the president..." is not equivalent to the president calling a special meeting?

2) Unless your bylaws or operating code say otherwise, the president does not have the authority to select which members of the board of directors may attend a special (or 'other') meeting; all board members are entitled to attend all board meetings. As far as guests are concerned, it is the board, not the president, which decides which non-members (of the board) can attend. However, your other operating code statement suggests that the board can only exclude members of the association who are not board members by invoking executive session - again it is the board, not the president, which makes the decision whether to enter executive session.

Great questions, I am not sure about the "special meeting" because there are no provisions in the By-laws or codes of operation that give more information on how this meeting is to be conducted. My understanding is that a "special meeting" may not be called if there are not suitable guidelines in place for them.

I am most concerned about the exclusion of the membership as this clearly contradicts the By-Laws and Operating Code for the organization.

Also, we have been sent an agenda for this meeting. Can Board Members add agenda items prior to them being accepted as in a "regular meeting"?

Thanks!

[hmtcastle]

Also, we have been sent an agenda for this meeting. Can Board Members add agenda items prior to them being accepted as in a "regular meeting"?

Special (called) meetings are restricted to the specific business mentioned in the call (the notice) of the meeting. That's what makes them special.