Special meeting - are related resolutions permitted

[Louise]

We held a special meeting of the general membership recently.

 

The Notice of Call indicated that three resolutions would be considered:

 

1. Motion to rescind A.

2. Motion to rescind B.

3. Motion to rescind our current bylaws and adopt the new set in their stead.

 

Resolutions 1 and 2 went smoothly.

 

Resolution 3 went fine as well. We considered each section by paragraph before we voted on Resolution 3.

 

After Resolution 3 was passed, a member moved that we direct the Bylaws Committee to bring forth Amendment X (after said amendment has been reviewed by our lawyers due to legal ramifications) at the AGM next spring. It was enthusiastically seconded and discussion was underway when a member called out "Point of Order!" Upon receiving the floor, she indicated that only the three resolutions in the Notice of Call could be considered.

 

I suspect she was right, and it's not really a big deal because the person who was proposing the motion will simply do so again at the next regular meeting, which is well before the AGM in spring.

 

Out of curiosity, however, I would like to know: since it was related to the bylaws, could that motion have been proposed during the revision of the bylaws (before Resolution 3 was voted on)? The mover is regretting not having brought it forward before he did...although would he not have had to bring forward an actual amendment to the bylaws rather than a directive to the Bylaws Committee regarding a possible future amendment?

 

Clear as mud?

 

 

 

[Josh Martin]

3. Motion to rescind our current bylaws and adopt the new set in their stead.

 

I think you mean a motion to adopt a revision to the bylaws.

 

After Resolution 3 was passed, a member moved that we direct the Bylaws Committee to bring forth Amendment X (after said amendment has been reviewed by our lawyers due to legal ramifications) at the AGM next spring. It was enthusiastically seconded and discussion was underway when a member called out "Point of Order!" Upon receiving the floor, she indicated that only the three resolutions in the Notice of Call could be considered.

 

I suspect she was right, and it's not really a big deal because the person who was proposing the motion will simply do so again at the next regular meeting, which is well before the AGM in spring.

 

Out of curiosity, however, I would like to know: since it was related to the bylaws, could that motion have been proposed during the revision of the bylaws (before Resolution 3 was voted on)? The mover is regretting not having brought it forward before he did...although would he not have had to bring forward an actual amendment to the bylaws rather than a directive to the Bylaws Committee regarding a possible future amendment?

 

Clear as mud?

 

I think you have it right. The motion was not in order as the subject was not included in the call. The motion (as it was worded) also would not have been in order during consideration of the revision since another main motion (the revision) was pending. As you suggest, however, it would have been in order for the member to move to amend the revision when it was pending.

[Guest Edgar]

Clear as mud?

 

Well, what strikes me first is that your bylaws were in such a state that you had to call a special (i.e. urgent) meeting so you could "rescind" them (hopefully not) and then adopt new bylaws.

[Louise]

I think you mean a motion to adopt a revision to the bylaws.

 

 

 

The government graciously provided the wording we were to use in the motion. Perhaps it needs a crash course in RONR?

 

Well, what strikes me first is that your bylaws were in such a state that you had to call a special (i.e. urgent) meeting so you could "rescind" them (hopefully not) and then adopt new bylaws.

 

It was a special meeting in that we weren't planning to deal with any other topics that might come up. Did we err? It was a (cough) extensive revision and we didn't want to be there all day...

 

 

I think you have it right. The motion was not in order as the subject was not included in the call. The motion (as it was worded) also would not have been in order during consideration of the revision since another main motion (the revision) was pending. As you suggest, however, it would have been in order for the member to move to amend the revision when it was pending.

 

And could a member have then substituted the directive to the Bylaws Committee in the midst of the discussion of that amendment?

 

Or would a directive to the Bylaws Committee simply be out of the question, no matter what?

[Josh Martin]

The government graciously provided the wording we were to use in the motion. Perhaps it needs a crash course in RONR?

 

Maybe. What government are we talking about? It may or may not use RONR.

 

It was a special meeting in that we weren't planning to deal with any other topics that might come up. Did we err? It was a (cough) extensive revision and we didn't want to be there all day...

 

If the special meeting was properly called as provided in your bylaws, then everything is fine. If the goal was simply to "not be there all day," however, there's probably better ways to accomplish that objective than calling a special meeting.

 

And could a member have then substituted the directive to the Bylaws Committee in the midst of the discussion of that amendment?

 

No. This would be an attempt to change a motion into a different kind of motion, which is not proper.

 

Or would a directive to the Bylaws Committee simply be out of the question, no matter what?

 

Well, you could send the whole revision to the bylaws committee, but I doubt that would be desirable.

[Louise]

Maybe. What government are we talking about? It may or may not use RONR.

 

 

No, it doesn't. Enough said.

 

 

If the special meeting was properly called as provided in your bylaws, then everything is fine. If the goal was simply to "not be there all day," however, there's probably better ways to accomplish that objective than calling a special meeting.

 

Yes, it was called in accordance with our bylaws.

 

Hmmm. So am I to understand that special meetings are for emergency purposes only; otherwise we should just be holding regular meetings? Is the "better way" to accomplish the objective of not being there all day consist of following RONR by chance?

 

In other words, we could have called a regular meeting, followed RONR as best as we were able, and then the fourth resolution would have been perfectly in order. 

 

 No. This would be an attempt to change a motion into a different kind of motion, which is not proper. 

 

Ah! So one is a motion to amend, while the other is a motion to commit, and it's not permissible to substitute one for the other.

 

Aaagh. I still feel like such a novice. (ETA: perhaps because I am, in fact, still a novice. I think maybe I'll try to find a RONR memorization program. Maybe that will help... )

 

Well, you could send the whole revision to the bylaws committee, but I doubt that would be desirable.

Snort! NO! No, that would definitely not be desirable.

[Josh Martin]

Hmmm. So am I to understand that special meetings are for emergency purposes only; otherwise we should just be holding regular meetings?

 

Special meetings are generally intended for items which arise between meetings and must be addressed before the next regular meeting. While it ultimately violates no rule to call a special meeting for an item which could be addressed at a regular meeting, what would be the point?

 

Is the "better way" to accomplish the objective of not being there all day consist of following RONR by chance?

 

That would be a good start, but there are some specific tools in RONR that could help with that goal, such as limiting debate, or adjourning the meeting after it's gone on too long - setting up an adjourned meeting to complete any remaining business, if desired. The assembly could set any particularly important items as general orders (or even special orders) to ensure that they are completed first.

 

In other words, we could have called a regular meeting, followed RONR as best as we were able, and then the fourth resolution would have been perfectly in order. 

 

Correct.

[Louise]

Special meetings are generally intended for items which arise between meetings and must be addressed before the next regular meeting. While it ultimately violates no rule to call a special meeting for an item which could be addressed at a regular meeting, what would be the point?

 

Interesting. I guess the general membership typically only meets twice a year, and so we have traditionally thought of those two meetings as our regular meetings. If our bylaws don't specifically limit us to those two regular meetings, though, then I imagine we can have any number of regular meetings.

 

Ah - wait a minute. Our just-revised bylaws required amendments to be made at a special meeting. That was one of the sections that we amended so that now it just reads "meeting".

 

So in essence, based on the bylaws we were operating under previously, there was no way to bring forward that fourth motion at our meeting to revise the bylaws unless it was included in the call of meeting. We couldn't have called a regular meeting to revise the bylaws, because our bylaws didn't permit it then.

 

Thanks for all of your help. I'm anticipating that the more I work with RONR (as opposed to merely reading them), the more will sink in.

[Dan Honemann]

I sincerely doubt that you can have any regular meeting other than the two prescribed regular meetings without amending your bylaws.

[Josh Martin]

Interesting. I guess the general membership typically only meets twice a year, and so we have traditionally thought of those two meetings as our regular meetings If our bylaws don't specifically limit us to those two regular meetings, though, then I imagine we can have any number of regular meetings.

 

Those are your regular meetings. When I said that you could call a regular meeting, I should have added "if your bylaws allow for that."

 

As I said, special meetings are for items of business which arise between regular meetings and need to be addressed before the next regular meeting. If you only have regular meetings twice a year, then there certainly may be a need for special meetings.

 

Ah - wait a minute. Our just-revised bylaws required amendments to be made at a special meeting. That was one of the sections that we amended so that now it just reads "meeting".

 

That would also cause a need for a special meeting.

[Louise]

I sincerely doubt that you can have any regular meeting other than the two prescribed regular meetings without amending your bylaws.

 

They read, "regular meetings may be called at any time...with 21 days' notice" etc.

 

Let me guess. This is evidence of the bylaws committee(s) of the past (and present, apparently!) having no clue as to what a "regular" meeting is.

 

 

Those are your regular meetings. When I said that you could call a regular meeting, I should have added "if your bylaws allow for that."

 

As I said, special meetings are for items of business which arise between regular meetings and need to be addressed before the next regular meeting. If you only have regular meetings twice a year, then there certainly may be a need for special meetings.

 

 

That would also cause a need for a special meeting.

 

I'm not entirely certain what our bylaws allow for, now. But I'm quite willing to figure it out or to try to fix them, if need be. 

[Josh Martin]

They read, "regular meetings may be called at any time...with 21 days' notice" etc.

 

Let me guess. This is evidence of the bylaws committee(s) of the past (and present, apparently!) having no clue as to what a "regular" meeting is.

 

Maybe, maybe not. We may have misunderstood you. When you said that you typically only have two meetings per year, we assumed that your bylaws specifically provide for two meetings per year. On the other hand if, as you suggest, your bylaws allow regular meetings to be called at any time with 21 days of notice and you have simply had two regular meetings per year by custom, there is no reason you can't have more.

 

With a bylaws provision like that for regular meetings, then I'm not sure what the point of providing for special meetings would be, unless they could be called with even less notice.

[Louise]

Maybe, maybe not. We may have misunderstood you. When you said that you typically only have two meetings per year, we assumed that your bylaws specifically provide for two meetings per year. On the other hand if, as you suggest, your bylaws allow regular meetings to be called at any time with 21 days of notice and you have simply had two regular meetings per year by custom, there is no reason you can't have more.

 

With a bylaws provision like that for regular meetings, then I'm not sure what the point of providing for special meetings would be, unless they could be called with even less notice.

 

Yes, special meetings require only 10 days' notice (unless, interestingly enough, bylaws are involved; then it's still 21 days' notice), and are limited to dealing with the business included in the call. Special meetings may also be requested by the general membership, if there are enough who sign such a request.

[Josh Martin]

Yes, special meetings require only 10 days' notice (unless, interestingly enough, bylaws are involved; then it's still 21 days' notice), and are limited to dealing with the business included in the call. Special meetings may also be requested by the general membership, if there are enough who sign such a request.

 

Okay, so I suppose there'd be a point in a special meeting if a non-bylaws related item came up that needed to be dealt with in 10-20 days.

[Louise]

Okay, so I suppose there'd be a point in a special meeting if a non-bylaws related item came up that needed to be dealt with in 10-20 days.

 

I suppose so.

[Guest Guest]

When I said that you could call a regular meeting, I should have added "if your bylaws allow for that."

 

One would hope that the bylaws allow for calling special meetings, not regular meetings. If it doesn't occur on a "regular" (i.e. scheduled) basis, it ain't a regular meeting. It's special. And called.

[Guest Edgar]

One would hope . . .

One would also hope I'd remember enter a name.

[Josh Martin]

One would hope that the bylaws allow for calling special meetings, not regular meetings. If it doesn't occur on a "regular" (i.e. scheduled) basis, it ain't a regular meeting. It's special. And called.

 

I'll agree that the organization's provision - which allows for regular meetings to be called at any time - is unusual, as such meetings are not very regular.

 

This doesn't mean there is no place for "calling" regular meetings. Many organizations will provide only a general guideline for some (or all) of their regular meetings and authorize someone (the board, the president, etc.) to "call" the meeting and set the specific details. For instance, an organization might provide that the annual meeting shall be held in May, or that meetings shall be held each even-numbered month, or whatever, rather than specifically stating that the annual meeting shall be held on the third Thursday in May or that meetings shall be held on the second Tuesday of each even-numbered month.

[Louise]

One would hope that the bylaws allow for calling special meetings, not regular meetings. If it doesn't occur on a "regular" (i.e. scheduled) basis, it ain't a regular meeting. It's special. And called.

 

I'll agree that the organization's provision - which allows for regular meetings to be called at any time - is unusual, as such meetings are not very regular.

 

Had I known how odd this was during the revision process, I'd have perhaps proposed amending it. But it's been this way for decades, from the inception of the organization, and (for some reason) it didn't occur to any of us that it wasn't "normal".

 

This doesn't mean there is no place for "calling" regular meetings. Many organizations will provide only a general guideline for some (or all) of their regular meetings and authorize someone (the board, the president, etc.) to "call" the meeting and set the specific details. For instance, an organization might provide that the annual meeting shall be held in May, or that meetings shall be held each even-numbered month, or whatever, rather than specifically stating that the annual meeting shall be held on the third Thursday in May or that meetings shall be held on the second Tuesday of each even-numbered month.

The nature of this organization is such that having a "regular" time and place for meetings isn't feasible. The annual meeting's month and general location (as in the city it will be held in) is included in the bylaws, but the details of the exact date, time and place are always in the notice that is sent out prior to the meeting.

[Shmuel Gerber]

I'm too lazy to reach out for a copy of RONR right now, so I won't quote it exactly, but the treatment of special meetings in the 11th edition was modified from the previous edition to recognize that one of the reasons for calling a special meeting is to devote an entire session to one or more specified subjects.

Frankly, I don't see anything wrong with having a special meeting for amending the bylaws, which is something that would be very boring for most normal people. :-)

[Louise]

I'm too lazy to reach out for a copy of RONR right now, so I won't quote it exactly,

 

What?! You don't have it all memorized?

 

 

 but the treatment of special meetings in the 11th edition was modified from the previous edition to recognize that one of the reasons for calling a special meeting is to devote an entire session to one or more specified subjects.

 

 

I hadn't realized there was a change in the 11th edition. Now I'm curious as to what the 10th edition said! (Unfortunately my 10th edition is not here with me just now...)

 

But yes, the 11th reads, "A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting....The reason for special meetings is to deal with matters that may arise between regular meetings...or to dedicate an entire session to one or more particular matters" (p. 91, ll. 28-31; pp. 91-92, ll. 35, 1-4).

 

 

Frankly, I don't see anything wrong with having a special meeting for amending the bylaws, which is something that would be very boring for most normal people. :-)

 

 Ah, but not for all normal people, because clearly there are scads of normal people on this site who love talking about bylaws (even when they're not supposed to...).

 

That said, while I see the point of having a special meeting for extensive amendments or for a revision, I'm glad my organization amended that portion of our bylaws so that we aren't required to amend bylaws at a special meeting; I'd hate to not be able to deal with one or two amendments at a regular meeting.

[Josh Martin]

Ah, but not for all normal people, because clearly there are scads of normal people on this site who love talking about bylaws (even when they're not supposed to...).

 

 

This assumes that the regular posters on this forum qualify as "normal."

[George Mervosh]

Hanging out with GcT does this to a person. 

 

I'm too lazy to reach out for a copy of RONR right now, so I won't quote it exactly