Two Special Sessions - can second be cancelled during first

[Guest Marti]

Thank you for your replies to my previous post.

We now have TWO special sessions called. The first was scheduled 12/17 and the second 11/29. The second was called because new information was presented and timliness is a factor. Can the second meeting (12/17) be cancelled during the first meeting (11/29), if business is conducted and that meeting is no longer needed?

[Tim Wynn]

Thank you for your replies to my previous post.

We now have TWO special sessions called. The first was scheduled 12/17 and the second 11/29. The second was called because new information was presented and timliness is a factor. Can the second meeting (12/17) be cancelled during the first meeting (11/29), if business is conducted and that meeting is no longer needed?

I'll make it easy and assume that "rescinding the motion establishing the special meeting of 12/17" was NOT mentioned in the call of the special meeting of 11/29. Therefore, that action cannot be considered at November's special meeting.

[Guest Edgar]

Can the second meeting (12/17) be cancelled during the first meeting (11/29), if business is conducted and that meeting is no longer needed?

There is no provision in RONR for canceling a properly called meeting so, at least theoretically, the second special meeting is still on. But, of course, no one has to show up. If anyone does, minutes (albeit brief) should be prepared and (later) approved.

[Guest Marti]

Thank you so much! I appreciate the prompt replies! They are very helpful.

[Chris Harrison]

Do the bylaws actually authorize the Board to call a Special Meeting at a Board meeting? If they don't I believe the calling of the 12/17 meeting would be null and void based on RONR p. 251(d) because the footnote on p. 661 in conjunction with Principle of Interpretation #4 on pp. 589-590 would not allow for it. By that I mean that since the footnote allows for a Special Meeting being called at a meeting for the purposes of discipline but there is nowhere in RONR (that I am aware of) that permits one being called in any other case Principle of Interpretation #4 (which would also apply to RONR or any other rules per p. 588 ll. 20-23) would be applicable meaning that calling a Special Meeting inside of an ongoing meeting can only be done for disciplinary purposes.

[Tim Wynn]

Do the bylaws actually authorize the Board to call a Special Meeting at a Board meeting?

Where else would a board do anything?

If they don't I believe the calling of the 12/17 meeting would be null and void based on RONR p. 251(d) because the footnote on p. 661 in conjunction with Principle of Interpretation #4 on pp. 589-590 would not allow for it. By that I mean that since the footnote allows for a Special Meeting being called at a meeting for the purposes of discipline but there is nowhere in RONR (that I am aware of) that permits one being called in any other case Principle of Interpretation #4 (which would also apply to RONR or any other rules per p. 588 ll. 20-23) would be applicable meaning that calling a Special Meeting inside of an ongoing meeting can only be done for disciplinary purposes.

I think this is all much ado about nothing.

By the way, what FPPL is being violated?

Also, the footnote on page 661 authorizes the assembly to call a special meeting for disciplinary purposes, when such authorization is not in the bylaws. Applying POI #4 would lead to the conclusion that the assembly calling a special meeting for any other purpose, when such authorization is not in the bylaws, is prohibited. That rule is already expressly stated in RONR, without ambiguity. Now, if the bylaws authorize the assembly to call special meetings, there need not be any specific designation authorizing such action to be taken in a meeting. Do I understand you to suggest that a board authorized by the bylaws to call a special meeting cannot do so without specific authorization to do so in a meeting?

[Guest Edgar]

Where else would a board do anything?

Though it is a bit odd. Since the purpose of a special meeting is to deal with business that can't wait until the next regular meeting, one can't help but wonder why that urgent business couldn't be dealt with during the current regular meeting (or at an adjourned meeting of the same). Still, a rule's a rule, however odd.

[Chris Harrison]

Where else would a board do anything?

I was trying to make a differentiation between the Board setting up a Special Meeting during a Board meeting as opposed to the bylaws allowing the Board to call a Special Meeting between meetings (such as upon the written request of five Board members).

By the way, what FPPL is being violated?

I meant to say p. 251(a).

Do I understand you to suggest that a board authorized by the bylaws to call a special meeting cannot do so without specific authorization to do so in a meeting?

If the bylaws allow the Board to set up Special Meetings between meetings then they could have done so but they didn't do that. Unless the bylaws also allows the Board to set up a Special Meeting during a Board meeting they cannot do so with the exception of for disciplinary reasons.

[Tim Wynn]

If the bylaws allow the Board to set up Special Meetings between meetings then they could have done so but they didn't do that. Unless the bylaws also allows the Board to set up a Special Meeting during a Board meeting they cannot do so with the exception of for disciplinary reasons.

I don't see the sense in these sentences.

[Gary Novosielski]

Can the second meeting (12/17) be cancelled during the first meeting (11/29), if business is conducted and that meeting is no longer needed?

My concern there would be partly that cancellation was not mentioned in the call of the first meeting, but more to the point, since the second meeting was apparently made necessary by having omitted its purposes from the call of the first, how, then can this business be disposed of before the second meeting is held?

There is no provision in RONR for canceling a properly called meeting....

Well, between meetings, no.

But what would prevent a motion to Rescind or Amend Something Previously Adopted during a properly called meeting?

If the bylaws allow the Board to set up Special Meetings between meetings then they could have done so but they didn't do that. Unless the bylaws also allows the Board to set up a Special Meeting during a Board meeting they cannot do so with the exception of for disciplinary reasons.

This interpretation implies that Boards may possess certain powers outside of a properly called meeting at which a quorum is present which they do not possess within one.

If that's true, no reasonable parliamentary justification for it leaps to mind..

[Guest Edgar]

But what would prevent a motion to Rescind or Amend Something Previously Adopted during a properly called meeting?

In the usual instance where, say, the president has the authority to call a special meeting, I'm not sure that call (which is not, after all, a motion) can be rescinded (or amended). Nor is there any provision for the president simply canceling it on his own. Once the notice is sent (to all members, of course, and far enough in advance), there is no provision for a "cancellation notice". In other words, no rule on how much notice would be required. I'm imagining more than a few members changing their plans so that they can attend this special meeting. That, to me, is in the nature of a contract. If you show up, there will be a meeting. Nowhere does it say, "unless it's cancelled".

[David A Foulkes]

P. 92 and p. 576 clearly illustrate the two ways by which a special meeting can be called. One is "when authorized by the assembly itself" (and I think we must intuit this means by motion at a meeting) for disciplinary purposes (only), and the other is as is authorized by the bylaws. This authorization "should state by whom such meetings can be called -- such as the president, the board, or a specified number of members nearly equal to a quorum[.]" (RONR 11, p. 576 ll. 8-10, emphasis added)

We know that an organization has no board except as detailed in the bylaws, and that it cannot act as a board except at a properly called meeting. If the board is authorized to call special meetings, then they would be so authorized to do so at a meeting of the board, and not just for disciplinary proceedings unless so specified in the bylaws.

Now, Guest_Marti wrote in his first question on this topic:

Our Board set a date for a Special Meeting to discuss one topic only. The date was set at the Regularly Scheduled Board of Directors Meeting. Following the meeting some new information was received and the Board President thought it best to "move ahead" the date of the Special Meeting. She followed our Bylaws.....

I think the question that must be answered here is what do the bylaws say about calling special meetings, specifically who is authorized to call them? Until we know that, all answers are conjecture. It may be that in fact the first special meeting (called by the board for 12/17) is the only authorized meeting, and that the second one (for 11/29) is not valid should the president not be authorized to call them.

[Guest Edgar]

If the board is authorized to call special meetings, then they would be so authorized to do so at a meeting of the board . . .

The only way it makes sense for the board to be authorized to call special meetings would be if the board is authorized to call special meetings of the general membership. Otherwise anything that's so urgent that it can't wait until the next regular meeting of the board can surely be dealt with at the current meeting of the board.

To state this more generally, to make any sense the authority to call special meetings must be given to a person or body other than the body that will be holding the special meeting.

(Which, again, is not to say that an organization can't have a rule that doesn't make sense.)

[Gary Novosielski]

The only way it makes sense for the board to be authorized to call special meetings would be if the board is authorized to call special meetings of the general membership. Otherwise anything that's so urgent that it can't wait until the next regular meeting of the board can surely be dealt with at the current meeting of the

Not necessarily. I can imagine a scenario where the board would benefit by acting expeditiously prior to next month's regular meeting (say, making a major purchase), but before deciding they wish to review some information that will not be available until days after this regular meeting adjourns (say, the result of some investment).

They might handle that with an adjourned meeting, but in any case it's possible to predict that an urgent event will occur that cannot be decided today.

[Guest Edgar]

They might handle that with an adjourned meeting, but in any case it's possible to predict that an urgent event will occur that cannot be decided today.

Yes, an adjourned meeting will suffice.