Purpose and what can be discussed or voted on at meetings?

[lupoBello]

Our Bylaws distinguish between Annual Meetings and Special meetings.

Both need to be noticed with time and place but for a special meeting the purpose need to be stated?

 

A. What is meant by "purpose"?

B. Does this mean that only motiosn related to the purpose can be discussed and voted?

C. Can an extraneous motion such as asking to remove a director be made? (The bylaws only specify a voting percentage but no notice requirements).

 

 

At a general meeting:

D. Is there any motion that cannot be advanced or voted on because it is "not on the agenda" or "has not been noticed"?

 

 

 

 

[jstackpo]

For answers to A, B, and C see p. 91 ff.

 

D:  No, as long as it falls within the general purposes/objects of the association.   And even that rule can be suspended:  p. 113.  (Not strictly a "suspension", but an "authorization" - still requires a 2/3 vote.)

[Josh Martin]

A. What is meant by "purpose"?

 

"...purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up" (RONR, 11th ed., pg. 91).

 

B. Does this mean that only motiosn related to the purpose can be discussed and voted?

 

Yes.

 

C. Can an extraneous motion such as asking to remove a director be made? (The bylaws only specify a voting percentage but no notice requirements).

 

Only if it was included in the call.

 

D. Is there any motion that cannot be advanced or voted on because it is "not on the agenda" or "has not been noticed"?

 

Possibly. RONR only requires notice for a motion to fill a vacancy, but I don't imagine that will come up at the annual meeting (notice of the regular elections is not required). There are some other cases in RONR where notice reduces the vote required to adopt the motion, but it's not strictly required for them.

 

Your bylaws might require notice for certain other types of motions. Most bylaws require notice for motions to amend the bylaws, for instance.

[lupoBello]

Thank you all.

 

 

Josh; by "included in the call" you mean included in the notice stating the purpose of the meeting?

[Josh Martin]

Josh; by "included in the call" you mean included in the notice stating the purpose of the meeting?

 

I mean the notice of the time, date, and place of the meeting. If that's a special meeting, that will also need to include the purpose of the meeting.

 

In response to your last question, however, some items need to be included in the notice even for a regular meeting. While RONR only strictly requires this for motions to fill vacancies, there are some other cases where notice lowers the voting threshold. Your bylaws might require notice for other items (such as amendments to the bylaws).