Secretary refuses to issue call of special meeting

[David A Foulkes]

I thought this had been addressed here previously, but my search efforts were in vain.

Under the sample bylaws in RONR, special meetings shall be called at the written request of ten members. It is the secretary's duty to issue the call of all meetings (RONR 11, p. 459 ll. 18-19). If the secretary refuses to issue a call for a special meeting, properly petitioned by the membership, what recourse does the membership have?

Assume that the purpose of the special meeting is to address an issue not favored by the President, and the Secretary is a crony on the Board and (like the President) does not want this meeting to take place.

How does the membership proceed to hold the special meeting?

[tctheatc]

post the call themselves. that's my vote. a ruling that the call was not properly posted is likely to be challenged and overturned.

[jstackpo]

Just as any member can put a (proper) question in a meeting if the Presiding officer refuses to do so (p. 650), I would presume that any member could send out a special meeting call under those circumstances.

This does have practical problems, of course. The first, somewhat dubious, step is for the member to hack the secretary's computer to get the members' e-mail (or p-mail) addresses. Or hack the security of the association web-page to post a notice.

Once that little step is out of the way, it is clear sailing.

[Trina]

Related questions came up in this thread:

http://robertsrules..../page__p__69718

(see post #12)

However, in that situation the membership had an explicit right to call a special meeting, but couldn't get their hands on the membership list. Getting the complete membership list, in order to give notice to all members, might be difficult if the secretary is uncooperative.

I do wonder, if the list is available, whether TC's approach would really work. Couldn't the actions of the special meeting be challenged after the fact, because they were not taken at a properly called meeting (p 263 ll.21-22)?

[jstackpo]

Couldn't the actions of the special meeting be challenged after the fact, because they were not taken at a properly called meeting (p 263 ll.21-22)?

Challenged, certainly. But the member present at the time of the challenge are the ones who decide if the (previous) meeting was properly called. I'll bet they say it was.

Could the losers then go "outside the (RONR) system" to court. 'Course, but that is out of our jurisdiction.

[Rev Ed]

A member should post notice of the meeting - as long as the members can get quorum at the meeting, it is possible to hold the meeting.

Depending on the organization, it should be easy to tell members about the meeting, in others not so easy. However, if members can get out to the meeting that is what is important. And then when the Secretary comes up for re-election the members should consider voting for someone else.

[David A Foulkes]

I do wonder, if the list is available, whether TC's approach would really work. Couldn't the actions of the special meeting be challenged after the fact, because they were not taken at a properly called meeting (p 263 ll.21-22)?

Aye, there's the rub -- the properly called meeting. If all members are not notified of the meeting, that's a big negative. That aside, is the Secretary's "duty" to send out the call for meetings a suspendable rule of order, as it relates to the orderly transaction of business in meetings and to "the duties of officers in that connection"? (p. 15 ll. 9-11)

[jstackpo]

That aside, is the Secretary's "duty" to send out the call for meetings a suspendable rule of order, as it relates to the orderly transaction of business in meetings and to "the duties of officers in that connection"? (p. 15 ll. 9-11)

Right, but you have to be IN a meeting to suspend rules. So seems to me that Dave F. is still stuck with quasi-proper behavior on the part of some member to "get" the membership rolls and notify all the members.

[Trina]

Challenged, certainly. But the member present at the time of the challenge are the ones who decide if the (previous) meeting was properly called. I'll bet they say it was.

Could the losers then go "outside the (RONR) system" to court. 'Course, but that is out of our jurisdiction.

But how is this (or is it) significantly different from saying that, as long as all members are scrupulously notified, a special meeting can be called and can conduct business -- regardless of whether procedure in the bylaws is followed; and even regardless of whether the bylaws allow for special meetings in the first place?

If the bylaws had no provisions at all for special meetings, and the members called one anyway (being careful to send notice to everyone), couldn't you use the same argument -- i.e. that the members who will rule on any challenge are the same ones who thought it was OK to call the meeting in the first place? And does that argument really have much to do with the rules in RONR, or their proper application?

[jstackpo]

I guess the critical difference is that calling a special meeting when the bylaws do not authorize such is a flagrant violation of the rules, perpetrated by the callers of the meeting while calling an otherwise legitimate special meeting by folks who want to see the petition of the ten carried out (which is being flagrantly prevented by someone else) is basically an effort to see that the rules are being followed. That puts the latter people on the side of the angels.

'Course, if a large enough group wants to violate rules there isn't much of anything you can do about that on the short term.

[Trina]

I guess the critical difference is that calling a special meeting when the bylaws do not authorize such is a flagrant violation of the rules, perpetrated by the callers of the meeting while calling an otherwise legitimate special meeting by folks who want to see the petition of the ten carried out (which is being flagrantly prevented by someone else) is basically an effort to see that the rules are being followed. That puts the latter people on the side of the angels.

...

This sounds good to me, and I see the distinction you're making. I certainly hope that the membership in Mr. Foulkes' example can get around the recalcitrant secretary. However, they still need to break one rule in order to make sure that a different (arguably more important) rule is followed.

Is there any support in RONR for that premise, or are the would-be angels flying on their own?

[jstackpo]

On their own, other than the analgous case of a member putting a motion when the presiding officer misbehaves.

[David A Foulkes]

Let's take some things as givens:

1. The membership list is available to all members, so that issue goes away.

2. Bylaws currently authorize special meetings, although only to be called by the President or the Board of Trustees.

So, expectation would be to amend the bylaws to additionally allow special meetings to be called upon written petition of 10 members, and should the President or the Board of Trustees fail to issue the call for a special meeting within X days of submission of the petition, the meeting can be called by any member signed on the petition. (Obviously the petitioning members would, in some fashion, determine who their "chairman" was relevant to this latter point.)

I know the bylaws can say whatever the majority votes to approve (barring conflict with higher authority), but does that seem a feasible manner of addressing the potential problem of a recalcitrant President/Board?

[jstackpo]

Seems about the only way...

[Larry Cisar]

Seems about the only way...

Alternate choice is to get a very good lawyer.

[Sean Hunt]

I think it also depends on the wording in the bylaws; if it said that meetings could be called "by the President, who shall do so when he receives a petition from 10 or more members.", then only the President may call the meeting and the President's failure to do so is a violation of the rules but arguably not one that can be directly corrected. If, by contrast, it said that meetings could be called "by any 10 or more members, by submitting a petition to the President", then the act of submitting the petition is the act of calling the meeting and the members could validly send out the notice if the Secretary is delinquent in their duty (or unable to do so in time).