Proper Notice of a Special Member's Meeting

[Guest Val]

On the question of Notice of a Special Members meeting: If the Board calls a special meeting for the purpose of approving an assessment but fails to properly notice the members as called for in the bylaws* is the business conducted at that meeting null and void? A point of order was raised at the meeting but ignored by the president and the vote was taken. Some members were noticed by e-mail and a "Save the Date" was posted in a website "Newsletter" only stating the Date and Time of the meeting. Below are the requirements stated in our bylaws. The Board contends it was a properly noticed meeting because the majority of the members were aware of the meeting and voted, the assessment passed. They say that the manner in which Notice was given is just a technicality. Is there a specific area in RONR that addresses this?

*ARTICLE 111 - ANNUAL AND SPECIAL MEETINGS OF MEMBERSHIP

A. The annual meeting of members shall be held at a time and place designated by the Board of Directors on the first Saturday in December of each year for purposes of electing Directors for the succeeding year, for adopting a budget, and for transacting other business.

B. Special meetings shall be held whenever called by two or more Directors.

C. Notice of all members’ meetings shall be given In writing by the Secretary to each member, unless

waived in writing, such notice to state the time and place of the meeting, and the purpose of the meeting. Such notice shall be given not less than 10, nor more than 60, days prior to the meeting date. Such notice shall be delivered personally, or mailed in the U.S. Mails, postage prepaid, to the last known address of such member.

[Guest Jim]

My understanding is that the provision in RONR wherein "The vote of a majority of the entire membership is frequently an alternative to a requirement of previous notice ... " (p. 404 ll 8-10) is in absence of any requirements set out in the bylaws.

Since your bylaws state that

"Notice ... shall be given in writing by the Secretary to each member ..."

then it is non-optional, and I believe that unless your society collects waivers from all who did not attend, a single member who did not receive such notice, and who did not so waive their right to notice, has the power to have the resolution declared out of order. I only cannot find this indexed in RONR, and would ask the forum to clarify whether the bylaws requirement for notice "trumps" any counter-argument by their Board that "a majority of the membership voted in favour so it does not matter."

[David A Foulkes]

"Notice [of a special meeting]... must be sent to all members a reasonable number of days in advance." (RONR 11th Ed., p. 91 ll. 31-35) If your bylaws define the notice requirement more precisely, that takes precedence over the general rule in RONR. Read Section 9 for more on Types of Business Meetings, and on Special Meetings beginning on p. 91.

I believe that unless your society collects waivers from all who did not attend, a single member who did not receive such notice, and who did not so waive their right to notice, has the power to have the resolution declared out of order.

I believe an absentee has the power to raise a Point of Order at a subsequent meeting, which will be ruled on by the Chair, subject to Appeal. But the member does not have the "power to have the resolution declared out of order" per the rules in RONR.

[Guest Jim]

I believe an absentee has the power to raise a Point of Order at a subsequent meeting, which will be ruled on by the Chair, subject to Appeal. But the member does not have the "power to have the resolution declared out of order" per the rules in RONR.

I concede the point, notwithstanding the question of whether a society may choose to deviate from the requirements of their own bylaws.

In any event, the assessment in dispute seems now "active" until otherwise resolved. Unless two of their directors will call a special meeting at which there can be consideration to rescind or revise the assessment, dissatisfied members may have little recourse but to decide whether to pay, or to withhold to pay a portion (or the entirety) of, the assessment.

At the annual meeting, members shall have to decide whether to re-elect the current directors.

Given however that a majority of members seemingly (1) attended the special meeting, and (2) supported the assessment and (3) did not seem to find the failure of notice objectionable, it is not clear what change the minority wlll expect.

[Guest Edgar]

Given however that a majority of members seemingly (1) attended the special meeting, and (2) supported the assessment and (3) did not seem to find the failure of notice objectionable, it is not clear what change the minority wlll expect.

There may be recourse in the courts (particularly if this is a homeowners association, or something similar, where simply quitting is not an option).

[Dan Honemann]

My understanding is that the provision in RONR wherein "The vote of a majority of the entire membership is frequently an alternative to a requirement of previous notice ... " (p. 404 ll 8-10) is in absence of any requirements set out in the bylaws.

Since your bylaws state that

"Notice ... shall be given in writing by the Secretary to each member ..."

then it is non-optional, and I believe that unless your society collects waivers from all who did not attend, a single member who did not receive such notice, and who did not so waive their right to notice, has the power to have the resolution declared out of order. I only cannot find this indexed in RONR, and would ask the forum to clarify whether the bylaws requirement for notice "trumps" any counter-argument by their Board that "a majority of the membership voted in favour so it does not matter."

Look in the index under "absentees - rules protecting".

By the way, where does this quote come from?

[Guest Edgar]

I only cannot find this indexed in RONR, and would ask the forum to clarify whether the bylaws requirement for notice "trumps" any counter-argument by their Board that "a majority of the membership voted in favour so it does not matter."

By the way, where does this quote come from?

Given the peculiar spelling, I'd say it comes from our neighbour to the north..

[Guest Jim]

By the way, where does this quote [referencing "any counter-argument by their Board that "a majority of the membership voted in favour so it does not matter."] come from?

My apologies that it was not a direct quote, but a re-expression, of what had been indicated by the thread-starter where she had written

"The Board contends it was a properly noticed meeting because the majority of the members were aware of the meeting and voted, the assessment passed."

but I should not have assumed that "majority aware ... and voted" necessarily meant that the majority of the membership necessarily voted in favor.

[Guest Guest]

Thanks for all your replies....This is a HOA for a condominium project.

So... because our bylaws are so specific about requiring proper notice for a special meeting and proper notice was not given, can the rule of giving proper notice be suspended by the majority of members that were present in person or present by proxy. Or does this fall under "Rules That can not be suspended?" Do "Rules protecting absentees or a basic right of the individual member cannot be suspended, even by unanimous consent or an actual unanimous vote" apply?

[Josh Martin]

Thanks for all your replies....This is a HOA for a condominium project.

So... because our bylaws are so specific about requiring proper notice for a special meeting and proper notice was not given, can the rule of giving proper notice be suspended by the majority of members that were present in person or present by proxy. Or does this fall under "Rules That can not be suspended?" Do "Rules protecting absentees or a basic right of the individual member cannot be suspended, even by unanimous consent or an actual unanimous vote" apply?

The latter. A rule requiring notice protects absentees and cannot be suspended by any vote.

The problem (as others have pointed out) is that it may be difficult to fix this. In order to declare the vote null and void, you need to raise a Point of Order at a meeting of the general membership. The chair will rule on the Point of Order, and you may Appeal from the decision of the chair, which will place the decision in the hands of the assembly. A majority vote is required to overturn the chair's ruling. Given the circumstances, it may be difficult to accomplish this. Ultimately, if the assembly is unwilling to enforce its own rules, you may need to seek recourse elsewhere. You'll need to consult a lawyer if it comes to that.

[Guest Guest]

A point of order was raised at the special meeting but the chair ignored it and moved on with the meeting and vote. There was no appeal because it was ignored and the chair refused to recognize the person again. Would a judge be inclined to enforce the bylaws?

[Josh Martin]

A point of order was raised at the special meeting but the chair ignored it and moved on with the meeting and vote. There was no appeal because it was ignored and the chair refused to recognize the person again.

That's unfortunate. See RONR, 11th ed., pgs. 650-651 for what to do if that happens again. You can try a Point of Order again at a later meeting.

Would a judge be inclined to enforce the bylaws?

That's a question for a lawyer.

[Guest Guest]

Thanks again. Have meeting with an attorney coming up and will discuss.

I only have 10th edition, any idea of the pg. #'s in the 10th?

[Guest Edgar]

642-643.