Special Meeting Format

[Guest Carol]

Per our Bylaws, members of our soccer club requested a special meeting of members, gave the date, time and attached the agenda - it is stipulated that the President must send out the notice. The meeting is in regard to BOD's actions - unethical, deceptive etc., under the direction of the Past & current President. The President has yet to send out the notice as required - no less than 7 days prior to meeting - it is this coming Sunday. I am not sure what we can do about the notice not having been sent out yet, but my questions are:

1). Who runs/chairs the meeting (nothing in our Bylaws states who chairs a special meeting requested by members)?;

2). Is the BOD allowed to act as the BOD's or as just members like the rest of us?;

3). Agenda items listed the possibility of a "Possible Call for Vote to all members" thinking it meant the members can force the Board to put it to a vote for all members to vote on. However, does it mean we as members can set forth a motion to be voted on and vote on it? If so, how do we accurately start the meeting and how do we specify what we will be voting on?

4). Who takes the minutes?;

5). The Board President has asked: "In preparation of this meeting, would you please clarify BOD by law violation?" - this is one of our agenda items. Why & what would they need to prepare for the meeting as it is our meeting?

[Josh Martin]

The President has yet to send out the notice as required - no less than 7 days prior to meeting - it is this coming Sunday. I am not sure what we can do about the notice not having been sent out yet, but my questions are:

Since notice has not been provided in the time required by the Bylaws, the meeting is invalid. I will still answer your questions, as they may become relevant for a future meeting.

1). Who runs/chairs the meeting (nothing in our Bylaws states who chairs a special meeting requested by members)?;

The President chairs all meetings of the general membership. If a motion is made to censure or discipline the President, however, the President should relinquish the chair to the VP until the motion is disposed of. If the President fails to do so, the assembly may Suspend the Rules to remove the President from the chair, which requires a 2/3 vote and is not debatable. The assembly may also use this tool to remove the VP from the chair and elect a Chairman Pro Tempore, if desired.

2). Is the BOD allowed to act as the BOD's or as just members like the rest of us?;

The latter. The Board of Directors can only act as a board during board meetings, and its individual members have no special status during a meeting of the general membership.

3). Agenda items listed the possibility of a "Possible Call for Vote to all members" thinking it meant the members can force the Board to put it to a vote for all members to vote on. However, does it mean we as members can set forth a motion to be voted on and vote on it?

I have no idea what "Possible Call for Vote to all members" means. Notwithstanding what is on the agenda, however, a member is generally free to make a motion, which will (usually) ultimately come to a vote. In the case of a special meeting, such motions must be confined to business specified in the call of the meeting or to procedural motions that may arise in connection with that business. At a regular meeting, the assembly is free to consider any business that falls within the objects of the society.

Based on the subject matter of your question, though, I think it would be helpful if you provided a little more information on the nature of this motion. If the motion relates to discipline, for instance, then things get a bit more complicated.

If so, how do we accurately start the meeting and how do we specify what we will be voting on?

The meeting is started by the President calling it to order (and on to the VP, Secretary, or any other member, in that order, if people are absent or refuse to call the meeting to order). What is being voted on is stated by the chair in response to a motion from the assembly. As noted above, the limitations on what motions can be introduced are quite broad for a regular meeting and are narrower for a special meeting.

4). Who takes the minutes?;

The Secretary. If the Secretary is absent or fails to perform his duties, a Secretary Pro Tem may be elected.

5). The Board President has asked: "In preparation of this meeting, would you please clarify BOD by law violation?" - this is one of our agenda items. Why & what would they need to prepare for the meeting as it is our meeting?

Generally, nothing in RONR requires or prohibits you to answer the President's question. It is required, however, to provide some information about what business is to be transacted for a special meeting, and there are also cases in which motions require notice. Again, it would be helpful if we had some more information about what exactly you're trying to do.

[Rev Ed]

1). Who runs/chairs the meeting (nothing in our Bylaws states who chairs a special meeting requested by members)?;

If the President or the Vice President shows up he/she would. Failing their attendance, the Secretary (or any member if the Secretary is absent) would call the meeting to order and immediately hold an election for a Chairman Pro Tem. If the Secretary is also absent, a Secretary Pro Tem would also need to be elected. Someone who is "Pro Tem" means a temporary person to do the work of the normal person at that meeting only.

2). Is the BOD allowed to act as the BOD's or as just members like the rest of us?;

Just like the rest of you. The Board is not at the meeting in their capacity as Board members, but as regular members. The only ones with any duties would be the President (to chair the meeting) and the Secretary (to take the Minutes.)

3). Agenda items listed the possibility of a "Possible Call for Vote to all members" thinking it meant the members can force the Board to put it to a vote for all members to vote on. However, does it mean we as members can set forth a motion to be voted on and vote on it? If so, how do we accurately start the meeting and how do we specify what we will be voting on?

Could you explain this better please? I really don't understand what you mean.

4). Who takes the minutes?;

The Secretary or a Secretary Pro Tem.

5). The Board President has asked: "In preparation of this meeting, would you please clarify BOD by law violation?" - this is one of our agenda items. Why & what would they need to prepare for the meeting as it is our meeting?

Nothing worng with the request. Do you have to follow it, but it might be nice if the President and/or the Board had a chance to properly defend themselves.

[Guest Carol]

1. Why is the failure to act on the President's behalf have the right to invalidate or trump our requesting in time a special meeting?

2. Nothing in our Bylaws states that the President has the authority to Chair a special meeting called by members. Our Bylaws only state that they chair Board meetings and possibly committee meetings. Our concern with the President chairing this meeting is this meeting is a direct result of questionable, unethical behavior on not just her part, but on almost the full BOD's part & she has deliberately withheld sending out the notice in a timely manner (bylaws specifically state they must notify upon request) therefore it is now less than the 7 days.

3. They do not want us to hold this meeting prior to their parent/player meeting that is scheduled directly afterwards. The last time I informed the Board of violations, they went back and covered up their violations. We can't afford to let them do so again.

4. We will still be meeting as this request came from 20 + members and these are important issues - we have 14 items listed on the agenda. Can we start the meeting by addressing the failure by the President to send out the notice and vote to sidestep the notice requirement?

[Rev Ed]

1. Why is the failure to act on the President's behalf have the right to invalidate or trump our requesting in time a special meeting?

The failure of the President does not trump the membership's right to call a special meeting. Do members know that the meeting will be on Sunday? If so, how do they know that? Otherwise, start spreading the word of the meeting to the members.

2. Nothing in our Bylaws states that the President has the authority to Chair a special meeting called by members. Our Bylaws only state that they chair Board meetings and possibly committee meetings. Our concern with the President chairing this meeting is this meeting is a direct result of questionable, unethical behavior on not just her part, but on almost the full BOD's part & she has deliberately withheld sending out the notice in a timely manner (bylaws specifically state they must notify upon request) therefore it is now less than the 7 days.

Who chairs the Annual meeting? If it is the President, the same goes for the special meeting. If you really want someone else to chair the meeting (assuming the President shows up), you will need to suspend the rules to allow someone else to chair the meeting. This will take a 2/3 vote to pass.

3. They do not want us to hold this meeting prior to their parent/player meeting that is scheduled directly afterwards. The last time I informed the Board of violations, they went back and covered up their violations. We can't afford to let them do so again.

Okay - but this is a decision of the membership.

4. We will still be meeting as this request came from 20 + members and these are important issues - we have 14 items listed on the agenda. Can we start the meeting by addressing the failure by the President to send out the notice and vote to sidestep the notice requirement?

Only issues provided in the notice for the meeting can be discussed at the meeting. In this casse the aforementioned 14 items. If you can work this issue into one of those 14. Otherwise, read the By-laws regarding removal of officers or Chapter XX of RONR if you feel the President is so bad.

[CAFS]

Rev Ed: See Josh Martin's Reply above of "Since notice has not been provided as in the time required by the Bylaws, the meeting is invalid. I will still answer your questions, as they may become relevant for a future meeting."

Doesn't this contradicts your answer "The failure of the President does not trump the membership's right to call a special meeting." If Josh is correct and the meeting is invalid, why have a meeting and vote on items if the BOD states the meeting was invalid?

Since the BOD will not have Board power, I don't see a problem with the President chairing the meeting.

[Rev Ed]

I was talking about the right of members to call a special meeting, not the President's failure to send out notice. As well, I asked if people know about the meeting. If they do, how do they know?

[CAFS]

The ones not involved in the request know through word of mouth. However, there are probably close to 150 members. I have the 2011 email list and I am considering just sending it to everyone on the list and state that if they are no longer a member to disregard the notice.

[CAFS]

Carol = CAFS

[Trina]

1. Why is the failure to act on the President's behalf have the right to invalidate or trump our requesting in time a special meeting?

See this recent thread for a discussion of this sort of problem (officer failing to call a special meeting, despite a valid request from members).

http://robertsrules....pecial-meeting/

2. Nothing in our Bylaws states that the President has the authority to Chair a special meeting called by members. Our Bylaws only state that they chair Board meetings and possibly committee meetings. Our concern with the President chairing this meeting is this meeting is a direct result of questionable, unethical behavior on not just her part, but on almost the full BOD's part & she has deliberately withheld sending out the notice in a timely manner (bylaws specifically state they must notify upon request) therefore it is now less than the 7 days.

If you don't want the President to chair the meeting, the assembly can select someone else -- as described by Mr. Martin.

4. We will still be meeting as this request came from 20 + members and these are important issues - we have 14 items listed on the agenda. Can we start the meeting by addressing the failure by the President to send out the notice and vote to sidestep the notice requirement?

As implied in my response to question 1., you're on shaky ground if you hold the meeting. As for voting 'to sidestep the notice requirement' a requirement for notice of a special meeting cannot be suspended. Well, technically, if every single member shows up at the meeting, then you can suspend the notice requirement, but I assume that kind of attendance is unlikely.

The ones not involved in the request know through word of mouth. However, there are probably close to 150 members. I have the 2011 email list and I am considering just sending it to everyone on the list and state that if they are no longer a member to disregard the notice.

If you go through with holding the special meeting without following the notice process mandated by bylaws, you'd better make very sure that you give notice to all current members (and, even then, you're not in the clear). Is your membership list up to date? Are there some members who don't get e-mail, or who only check e-mail once a week? Again, the thread I linked to earlier provides some relevant discussion of this type of situation (not the e-mail part, but the situation where the process of calling a special meeting is disrupted by an officer failing to carry out a bylaws-mandated step in the process).

[David A Foulkes]

If notice has not been sent out with the timeliness defined in the bylaws for calling special meetings, the meeting cannot be held validly. If, as indicated, notice required is no less than 7 days, the meeting this Sunday will be invalid. See p. 92 ll. 22-26 (RONR 11) for how to compute the days.

Also, all members must be sent notification. Word of mouth is not (as far as I can tell) a substitute for notice as far as RONR is concerned. Since the notice will need to include "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" (RONR 11 p. 91ll. 31-34), I don't think you can count on word of mouth, as passed along by some person to another person, to accurately reflect all that information every time.

Special meetings must be authorized in the bylaws, and that provision should prescribe "by whom such meeting is to be called." (RONR 11 p. 92 ll. 16-21) Nothing indicates that the membership retains a right to call the meeting (absent specific bylaw provision to do so), but that they may request such a meeting of the person or entity duly authorized to call the meeting.

And by the way Carol, congrats on your membership here!!!!

[Rev Ed]

Special meetings must be authorized in the bylaws, and that provision should prescribe "by whom such meeting is to be called." (RONR 11 p. 92 ll. 16-21) Nothing indicates that the membership retains a right to call the meeting (absent specific bylaw provision to do so), but that they may request such a meeting of the person or entity duly authorized to call the meeting.

Then how is the membership to have this meeting if the President refuses to provide notice? This seems to be the big part of the problem with this issue.

[Guest Carol]

So, update. The BOD did not send out the notice in the required not less than 7 days; sent out a notice posting a new date for the meeting stating that this was the only time the whole BOD could attend; used an excuse that the location for the meeting this Sunday did not work (which is confusing because we, those of us requesting the meeting picked the location because it does work for our members).

Questions:

1. Can we still insist they send out notice of original meeting with acknowledgment that it is not an official meeting due to the 7 days, but if members still wish to get together to discuss topics they may do so & they post the time we had in our request? On a side note: We sent out the notice ourselves as we had the registration email list from last year's membership and requested members to verify all parents on the team received the notice.

We know this doesn't validate the "all members receive notice", but just wanted to let as many know as possible.

2. Do we, as the members requesting a special meeting have the right to set the date/time/location? We chose the date because it worked for all of requesting the meeting to be able to attend.

3. Do we have the right to insist that the Board does not get to pick the date based on their schedules since this is a members meeting and that the date they posted and sent notice on needs to be retracted?

[Guest Carol]

Oh, here is another interesting reason as to why they didn't send the notice out till now. They stated: "The email was a request for a meeting from you, we did not receive the request for this meeting until yesterday by 5 or more members". The email requesting the meeting included the names of everyone requesting the meeting, and they were copied in the email. The group had me compose the request and list their names. The Board President's initial response was that she needed to hear their request from them directly, even though I specifically told her they were on the list at their request. So about 8 of them replied yes they were attending. That wasn't good enough - they had to say "requesting". Of course, at no time did she send them an email asking for verification of their being listed on the request. Every request for verification was sent to me only even though she had their email addresses.

[David A Foulkes]

Then how is the membership to have this meeting if the President refuses to provide notice? This seems to be the big part of the problem with this issue.

Aye, there's the rub. And thus my posting as referred to by Trina.

[David A Foulkes]

Questions:

1. Can we still insist they send out notice of original meeting with acknowledgment that it is not an official meeting due to the 7 days, but if members still wish to get together to discuss topics they may do so & they post the time we had in our request? On a side note: We sent out the notice ourselves as we had the registration email list from last year's membership and requested members to verify all parents on the team received the notice.

We know this doesn't validate the "all members receive notice", but just wanted to let as many know as possible.

2. Do we, as the members requesting a special meeting have the right to set the date/time/location? We chose the date because it worked for all of requesting the meeting to be able to attend.

3. Do we have the right to insist that the Board does not get to pick the date based on their schedules since this is a members meeting and that the date they posted and sent notice on needs to be retracted?

1. Insist? I doubt it. But you can ask. Be prepared to be disappointed.

2. What do the bylaws say? (by the way, special meetings are authorized in the bylaws, right???) I'd suspect that either the President or the Board determines the date/time/location as a rule, and even in the case of a special meeting called by the membership, they would not have any say. But your bylaws should contain the answer.

3. See #2.

Oh, here is another interesting reason as to why they didn't send the notice out till now. They stated: "The email was a request for a meeting from you, we did not receive the request for this meeting until yesterday by 5 or more members". The email requesting the meeting included the names of everyone requesting the meeting, and they were copied in the email. The group had me compose the request and list their names. The Board President's initial response was that she needed to hear their request from them directly, even though I specifically told her they were on the list at their request. So about 8 of them replied yes they were attending. That wasn't good enough - they had to say "requesting". Of course, at no time did she send them an email asking for verification of their being listed on the request. Every request for verification was sent to me only even though she had their email addresses.

Well, next time forget email. Every member drafts an identical request letter and they are delivered together in person.

It seems that your President is picking nits about how the request was provided in order to delay sending notice, perhaps until they (the board) have made further preparations for what is to come.

[Trina]

So, update. The BOD did not send out the notice in the required not less than 7 days; sent out a notice posting a new date for the meeting stating that this was the only time the whole BOD could attend; used an excuse that the location for the meeting this Sunday did not work (which is confusing because we, those of us requesting the meeting picked the location because it does work for our members).

Questions:

1. Can we still insist they send out notice of original meeting with acknowledgment that it is not an official meeting due to the 7 days, but if members still wish to get together to discuss topics they may do so & they post the time we had in our request? On a side note: We sent out the notice ourselves as we had the registration email list from last year's membership and requested members to verify all parents on the team received the notice.

We know this doesn't validate the "all members receive notice", but just wanted to let as many know as possible.

...

On this question, why involve the recalcitrant board any further at this point? You do not need action from the board in order to call an 'unofficial' meeting, since an unofficial meeting is NOT a meeting as defined and regulated under RONR. It is just a get-together of people, who can talk about whatever they want to. Since you have already notified the membership of the Sunday get-together, just proceed to get together and talk, if you believe that would be useful.

Since this gathering would not be a properly called special meeting under RONR, just be clear that you cannot actually conduct business in the name of the organization, and make that clear at the outset to all attending. Also, it should be made clear to attendees that if they want to participate in the later meeting (the one finally called by the board) to actually conduct business, they will need to attend that second meeting also.

However, given these limitations, the gathered members on Sunday can discuss problems and plan future actions to their hearts' content.

[Guest Carol]

What exactly does "called by" mean? How is this different than giving notice? Our bylaws do not stipulate who determines the date, only that it shall be called by the President at the request of at least 5 members. It is difficult to comprehend how the President can determine the date given the group requesting the meeting are the ones whose schedules determined whether they could make the request in the first place.

Here are what our bylaws state pertaining to special meeting of members:

3.8 Special Meeting. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, the Executive Committee or by the Board of Directors, and shall be called by the President at the request of five (5) or more members of the Corporation.

3.9 Notice. ... "For any special meeting, written or printed notice stating the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be either: (a) delivered not less than seven (7) nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each

member entitled to vote at such meeting..."

The board picked a date 2 weeks away, on a weeknight, therefore inhibiting the adult player member's who are part of the requesting members from being able to attend as they are in college in a different citiy and or state.

Since the date, time, location was not as the group requested can we send notice to President requesting that the notice the BOD issued based on their needs must be changed to a board requested special meeting of members and they need to remove our names or to remove the request, therefore meeting altogether?

We will be requesting a new special meeting. We need to have some of the topics go to a vote.

How do we list the topics so that they are properly worded and also so members know specifically what will be at stake?

[Trina]

What exactly does "called by" mean? How is this different than giving notice? Our bylaws do not stipulate who determines the date, only that it shall be called by the President at the request of at least 5 members. It is difficult to comprehend how the President can determine the date given the group requesting the meeting are the ones whose schedules determined whether they could make the request in the first place.

Here are what our bylaws state pertaining to special meeting of members:

3.8 Special Meeting. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President, the Executive Committee or by the Board of Directors, and

shall be called by the President at the request of five (5) or more members

of the Corporation.

This fairly standard language leaves the time/date/location up to the President.

3.9 Notice. ... "For any special meeting, written or printed notice stating the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be either: (a) delivered not less than seven (7) nor more than thirty (30) days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary, or the officer or persons calling the meeting, to each

member entitled to vote at such meeting..."

Hmmm... at the risk of appearing to interpret bylaws, which we cannot really do on this forum, that phrase certainly appears to give authority to call a meeting to persons other than the President or Secretary.

The board picked a date 2 weeks away, on a weeknight, therefore inhibiting the adult player member's who are part of the requesting members from being able to attend as they are in college in a different citiy and or state.

Since the date, time, location was not as the group requested can we send notice to President requesting that the notice the BOD issued based on their needs must be changed to a board requested special meeting of members and they need to remove our names or to remove the request, therefore meeting altogether?

RONR has no mechanism for 'uncalling' a meeting, once called, nor for changing time/date/location of the meeting. Since the board (per your bylaws) does have a right to call a special meeting, and they have apparently done so, that meeting will also take place (even if it isn't the meeting you and your allies asked for). If the meeting is quorate, it can conduct business.

We will be requesting a new special meeting. We need to have some of the topics go to a vote.

How do we list the topics so that they are properly worded and also so members know specifically what will be at stake?

Describe the purpose of the meeting clearly (this does not mean you have to give lots and lots of details). The goal is for the members to be fairly informed of the business that will come up at the meeting. Exact proposals, or text of anticipated motions, does not have to be given in advance. Read your bylaws carefully, and decide if you really need to involve the President or the board at all in your next attempt to call a special meeting. RONR (11th ed.) provides some useful principles of bylaws interpretation on pp. 588-591.

[Guest Carol]

Hey, a question again regarding "called". I found this in Roberts........, "At a special meeting, members can discuss only the business that was stated in the notification (which is referred to as the call to the meeting)"

I am interpreting this to mean that "...shall be called by the President..." is that the President must give notice of our topics as requested, not that he/she can decide date etc. Again, when members have the right per bylaws to request a meeting of members that meeting is on their terms as they set the agenda in the request.

The date they chose is 3 weeks out and after final payments are due. One of the purposes of the meeting was to address and change additional fees that the BOD tacked on after player's dues were announced & deposit paid & registration was closed.

[Shmuel Gerber]

Hey, a question again regarding "called". I found this in Roberts........, "At a special meeting, members can discuss only the business that was stated in the notification (which is referred to as the call to the meeting)"

Uh-oh. Looks like someone doesn't have The Right Book.