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Beth Ann

Interpretation of Special Meeting Requests in View of State Laws

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When a Society's Bylaws define Special Meetings in the following manner: "Special Meetings may be called by the President or Executive Board and shall be called upon the written request of ten members. Except in case of emergency, ten days notice shall be given." and the state's General Statutes define Special Meetings in the following manner: " A corporation with members shall hold a special meeting of members: (1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (2) Within 30 days after the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.", when the required percentage of members request an emergency special meeting with a specified meeting date, time, and place along with specific purpose and reason for emergency, can the President (1) disregard the emergency and set her own date at some time to be determined in the future up to 30 days out; (2) is the Secretary responsible for immediately sending the member emergency special meeting to the members upon reception of the request? Thank you.

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The general rule in RONR is that state laws supersede association bylaws where there is a conflict.

However, the exact details of how this should be done in your situation is between you and your lawyers.

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The general rule in RONR is that state laws supersede association bylaws where there is a conflict.

However, the exact details of how this should be done in your situation is between you and your lawyers.

Thank you. No lawyers. It appears as if the bylaws written for use by any same society regardless of state located, may have been written in a manner that would not conflict with any state's law. If that is the case then no conflict exists. I was hoping RONR would provide some insight. Simply, members are trying to call a meeting which is being denied and filibustered. Does RONR provide an avenue? Again, thank you.

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Thank you. No lawyers. It appears as if the bylaws written for use by any same society regardless of state located, may have been written in a manner that would not conflict with any state's law. If that is the case then no conflict exists. I was hoping RONR would provide some insight. Simply, members are trying to call a meeting which is being denied and filibustered. Does RONR provide an avenue? Again, thank you.

It's an interesting question, but RONR does not specifically say that when members request a special meeting, the meeting must be called for the time for which the members requesting it request it.

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The general rule in RONR is that state laws supersede association bylaws where there is a conflict.

However, the exact details of how this should be done in your situation is between you and your lawyers.

In this case, however, the statute appears to have been written to explicitly defer to the bylaws if they do contain provisions for special meetings, so that the ten-member rule in the bylaws appears not be superseded by the 10% rule in the statute.

In other words, I think the bylaws can be relied upon in this case, without resorting to the rule in the statute. If anything, the statute seems to lend the bylaws some teeth by mandating that, if such a procedure exists in the bylaws, it must be honored. If it does become necessary to get lawyers involved you might find yourself on pretty firm ground.

This is all presuming that this statute applies to your organization, and a host of other factors, so let's call this a conjecture and let it go at that.

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It's an interesting question, but RONR does not specifically say that when members request a special meeting, the meeting must be called for the time for which the members requesting it request it.

Thank you. Since RONR is silent and the bylaws nor the state laws specifically say a President may (1) disregard the emergency and set her own date at some time to be determined in the future up to 30 days out; it would seem reasonable minds would believe it cannot be done.

Additionally, since RONR is silent and the bylaws nor the state laws specifically state how long the Secretary may take to send notice from her reception, perhaps reasonable minds would expect in an emergency the notice would go out immediately or as quickly afterwards as possible from the reception of the request.

Does this stand to reason?

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Thank you. No lawyers. It appears as if the bylaws written for use by any same society regardless of state located, may have been written in a manner that would not conflict with any state's law. If that is the case then no conflict exists.

This is really beside the point. But whether that is so is beyond the purview of the RONR Website Forum (RONR MB). But it looks like an impossible trick.

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I was hoping RONR would provide some insight. Simply, members are trying to call a meeting which is being denied and filibustered. Does RONR provide an avenue? Again, thank you.

Since we agree RONR is silent (post #6), it is likely that RONR provides no avenue. Further discussion of this would be about your bylaws and/or the Law. (May I suggest you go over to the nearby Bylaws & Such Forum. You can usually find the address lurking near or in Mr Foulkes' posts. I confess to being intrigued, so I'll look over there and if you do follow up, I'll have some comments. Deal?)

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Thank you. Since RONR is silent and the bylaws nor the state laws specifically say a President may (1) disregard the emergency and set her own date at some time to be determined in the future up to 30 days out; it would seem reasonable minds would believe it cannot be done.

Additionally, since RONR is silent and the bylaws nor the state laws specifically state how long the Secretary may take to send notice from her reception, perhaps reasonable minds would expect in an emergency the notice would go out immediately or as quickly afterwards as possible from the reception of the request.

Does this stand to reason?

You haven't said what you mean by "disregard the emergency." If the purpose of calling the meeting would be defeated by calling it in 25 or 30 days rather than much sooner, then that would be improper. Otherwise, I think some discretion on the part of the president might be reasonable.

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