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Purpose of Special Called Meeting too vague?


Guest Troubled

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I am troubled about a special meeting that has been called by my organization for at least two reasons:

1. Though our Bylaws contain a section for special business meetings, they do not specify who can call the meetings. This leads to several questions, including: If the Bylaws do not mention who is allowed to call a special meeting, can a special meeting be called by anyone? Or, are special meetings prohibited under RONR if the Bylaws do not specify who can call it? As another extreme, can I, as a member, call a special meeting anytime I want? Can I call 14 special meetings in one day as long as I give notice?

Discussion: Under the RONR, I understand that Called Meetings should specify who can call the meeting, the conditions under which it can be called, and the days notice. Our Special Business Meetings rules state:

"[the organization] may conduct called business meetings to consider matters of special nature and significance. A one-week notice must be given for specially called business meetings unless extreme urgency renders such notice impractical. The notice shall include the subject, the time and place, and it must be given in such a manner that all resident members have opportunity to know of the meeting. No business other than the business purpose announce shall be discussed or addressed in a special business meeting."

2. The purpose of the special called meeting seems very vague = "A personell matter". Is this too vague?

Discussion: I believe the intent is to fire someone, but it can actually be anything relating to personell. On the one hand, can I argue that this is too vague? At the other extremem, can I amend any motions at the meeting to anything related to personell (i.e., if the motion is to fire someone, can I motion to amend the motion to fire someone else since the purpose was vaguely "a personell matter"?)

I personally believe all of my concerns would be avoided if the leaders who call the meetings would simply put the motion in writing a the time of the call, but there seems to be a lot of underhandedness. There have been several "special meetings" over the last year and the same thing happens every time... a vague purpose is announced... then we are surprised at the meeting with the wording of the motion. The fact that someone may be fired this time has caused me to do a little more research than previously

I appreciate any help,

Troubled

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1. Though our Bylaws contain a section for special business meetings, they do not specify who can call the meetings. This leads to several questions, including: If the Bylaws do not mention who is allowed to call a special meeting, can a special meeting be called by anyone? Or, are special meetings prohibited under RONR if the Bylaws do not specify who can call it? As another extreme, can I, as a member, call a special meeting anytime I want? Can I call 14 special meetings in one day as long as I give notice?

Your organization will need to interpret its own Bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

To the one question about RONR - no, RONR doesn't say that special meetings are prohibited if the Bylaws do not specify who may call them. RONR notes that special meetings can only be called if authorized by the Bylaws, and says they should include details such as who may call them. See RONR, 11th ed., pgs. 91-93 for more information on special meetings.

2. The purpose of the special called meeting seems very vague = "A personell matter". Is this too vague?

Discussion: I believe the intent is to fire someone, but it can actually be anything relating to personell. On the one hand, can I argue that this is too vague? At the other extremem, can I amend any motions at the meeting to anything related to personell (i.e., if the motion is to fire someone, can I motion to amend the motion to fire someone else since the purpose was vaguely "a personell matter"?)

RONR is not too clear on how specific the purpose stated in the call must be, but the intent of this requirement is primarily so that members can make an informed decision about whether to attend the special meeting. Based on the facts presented, I don't think "a personnel matter" satisfies that intent.

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Troubled, on 22 March 2013 - 05:42 PM, said:

1. Though our Bylaws contain a section for special business meetings, they do not specify who can call the meetings. This leads to several questions, including: If the Bylaws do not mention who is allowed to call a special meeting, can a special meeting be called by anyone? Or, are special meetings prohibited under RONR if the Bylaws do not specify who can call it? As another extreme, can I, as a member, call a special meeting anytime I want? Can I call 14 special meetings in one day as long as I give notice?

Your organization will need to interpret its own Bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

To the one question about RONR - no, RONR doesn't say that special meetings are prohibited if the Bylaws do not specify who may call them. RONR notes that special meetings can only be called if authorized by the Bylaws, and says they should include details such as who may call them. See RONR, 11th ed., pgs. 91-93 for more information on special meetings.

You figure that's it? RONR says "should," and they don't, and that leaves RONR out of it?

CT 1: a few seconds

CT 2: 44 sec.

__________

~ 50 sec.

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You figure that's it? RONR says "should," and they don't, and that leaves RONR out of it?

I wouldn't say that leaves RONR out of it, rather that you have to look elsewhere in RONR beyond the section on Special Meetings. Much like many similar such items, in the absence of a rule that authorizes the President, the Board, or any other person or entity to call them, that authority then rests in the general membership, by majority vote. Of course, that means that in order to hold a Special (called) Meeting, the membership would need to meet at a regularly scheduled meeting to adopt a motion to do so. Of course, it would likely be easier to address the issue in question at that regular meeting anyway, provided they were prepared to do so.

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RONR, page 91, says that notice must consist of of the "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".

What you may wish to do is to bring up a point of order regarding the purpose is not clearly and specifically described. If the point of order is ruled against your point, then appeal the decision of the chair, so to have the assembly vote if the purpose was clearly described enough.

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You figure that's it? RONR says "should," and they don't, and that leaves RONR out of it?

I don't think it "leaves RONR out of it," but I don't believe RONR prohibits a society from having special meetings when the Bylaws authorize special meetings. It's unfortunate that the special meeting procedures in the Bylaws leave so much to be desired, but that doesn't make them null and void.

In the long run, the society should amend the Bylaws to include such details. Until then, it is up to the society to interpret its own Bylaws.

I wouldn't say that leaves RONR out of it, rather that you have to look elsewhere in RONR beyond the section on Special Meetings. Much like many similar such items, in the absence of a rule that authorizes the President, the Board, or any other person or entity to call them, that authority then rests in the general membership, by majority vote. Of course, that means that in order to hold a Special (called) Meeting, the membership would need to meet at a regularly scheduled meeting to adopt a motion to do so. Of course, it would likely be easier to address the issue in question at that regular meeting anyway, provided they were prepared to do so.

I'm not sure I would agree that this is a reasonable interpretation, since it would render the provision on special meetings to be meaningless.

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Which part? That the general membership has the (sole) authority to call Special meetings?

Yes. If the rule means that the general membership has the sole authority to call special meetings, this would mean a special meeting could only be scheduled at a regular meeting. Since the purpose of a special meeting is to consider items which arise between regular meetings and must be addressed before the next regular meeting, the provision would be meaningless. It seems unlikely that this was the society's intent.

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Yes. If the rule means that the general membership has the sole authority to call special meetings, this would mean a special meeting could only be scheduled at a regular meeting. Since the purpose of a special meeting is to consider items which arise between regular meetings and must be addressed before the next regular meeting, the provision would be meaningless. It seems unlikely that this was the society's intent.

Yes, but.... if the bylaws do authorize Special Meetings but do not specify who is authorized to call them, I would think that leaves it to the general membership until such time as the bylaws can be amended to clarify. I would not think the failure to specify who is authorized to call them negates the bylaw that authorizes them being held. RONR states the bylaws should specify the proper calling entity, but that is not a requirement in order to validate the bylaw article.

As for when this might be applicable, perhaps at the quarterly meeting a motion is made that the assembly does not feel it can properly dispose of at the time, but needs to come to a decision before the next quarterly meeting to adhere to some deadline, say within 60 days. They decide to Refer it to a committee, then adopt a motion to hold a Special Meeting in 30 days at which the committee will report, and they can then make an appropriate decision.

I agree it's unfortunate that the bylaws are inadequate in this regard and that needs to be addressed, but they do authorize Special Meetings in accordance with RONR. Until then there must be some acceptable answer to the question who can call Special Meetings? If not the membership, who?

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As for when this might be applicable, perhaps at the quarterly meeting a motion is made that the assembly does not feel it can properly dispose of at the time, but needs to come to a decision before the next quarterly meeting to adhere to some deadline, say within 60 days. They decide to Refer it to a committee, then adopt a motion to hold a Special Meeting in 30 days at which the committee will report, and they can then make an appropriate decision.

The same object could be accomplished by means of an adjourned meeting.

Until then there must be some acceptable answer to the question who can call Special Meetings? If not the membership, who?

The society will need to answer that question for itself, based upon a careful review of its governing documents and, so far as it can be determined, the ambiguity should be resolved in favor of the society's intentions when the rule was adopted. The society should see the Principles of Interpretation in RONR, 11th ed., pgs. 588-591 for more information.

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In a situation like this, could the society grant the authority to call special meetings to the president, the board, or a fixed number of members by a main motion until such time as the bylaws could be amended (where that process may take some time), or would this have to be done as a special riule of order?

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In a situation like this, could the society grant the authority to call special meetings to the president, the board, or a fixed number of members by a main motion until such time as the bylaws could be amended (where that process may take some time), or would this have to be done as a special riule of order?

No, I don't think so. As Josh mentioned, it will take the art of interpretation of the society's bylaws to resolve this in the short term, and as RONR notes, they should interpreted with the intent of the society at the time the bylaw was adopted, as far as it can be determined.

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