special business meeting

[rhammar]

A nonprofit organization is having a specially called business meeting to elect a new president following the resignation of the former president. A member asked me if the qualification of officers, as described in the bylaws, can be amended in this meeting even though the notice only mentions the election of a new president. RONR states:

“With the exception of motions that relate to procedure without direct reference to a particular substantive item of business, only business mentioned in the call of a special meeting can be transacted at such a meeting. If, at a special meeting, it becomes urgent in an emergency to take action for which no notice was given, that action, to become legal, must be ratified by the organization at a regular meeting (or, if ratification also cannot wait, at another special meeting properly called for that purpose).”

If the issue of officer qualifications should arise in the course of the special meeting, it would seem to me that this would be outside the purpose of the meeting as stated in the notice. And, while emergency actions can be addressed at a specially called meeting even if outside the scope of notice, they must be ratified at a regular or another special meeting. But this exception only pertains to emergency matters, and I would not put the qualifications of officers in that category.

Is my analysis correct?

[jstackpo]

I would agree -- changing officer qualifications, without any notice, is for sure beyond the pale and not an "emergency".

'Course, if someone proposed it, the chair ruled it out of order, someone appealed the chair's ruling, and the ruling was NOT sustained, it could happen. A risky approach, of course.

[Tim Wynn]

If your analysis is that only business mentioned in the call of the special meeting is in order... yes.

[Tim Wynn]

Since your question relates to bylaw amendment, you should check to see what the bylaws say about their amendment.

[Guest Edgar]

A nonprofit organization is having a specially called business meeting to elect a new president following the resignation of the former president.

This suggests that there is no vice-president (who would have automatically become the president upon formal acceptance of the resignation). The reason for having a vice-president, of course, is to avoid the need for an emergency (special) meeting to elect a president. So you might want to put "create/elect a vice-president" on your to-do list.