Emergency Board of Directors Meeting

[Demack]

I am under the impression that an emergency meeting can be called by the board to discuss one topic.  In order to open this meeting are there any specific statements that need to be read into the record, Or is the meeting just gaveled in as any other meeting ?

[Josh Martin]

I am under the impression that an emergency meeting can be called by the board to discuss one topic.  In order to open this meeting are there any specific statements that need to be read into the record, Or is the meeting just gaveled in as any other meeting ?

 

There are no specific statements to read so far as RONR is concerned. A special meeting is called to order like any other meeting.

[George Mervosh]

I am under the impression that an emergency meeting can be called by the board to discuss one topic. 

 

There is no one topic restriction unless the call of the meeting contains only one topic.  The restriction is "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. Notice 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, must be sent to all members a reasonable number of days in advance."  RONR (11th ed.), p. 91

[Rev Ed]

I am under the impression that an emergency meeting can be called by the board to discuss one topic.  In order to open this meeting are there any specific statements that need to be read into the record, Or is the meeting just gaveled in as any other meeting ?

 

A Special meeting can be called to deal with one issue or several issues.  Normally a Special meeting would not be called for general discussion, although there is nothing in RONR that would prevent this. However, never should a special meeting be used instead of a regular meeting.

[Josh Martin]

Normally a Special meeting would not be called for general discussion, although there is nothing in RONR that would prevent this. However, never should a special meeting be used instead of a regular meeting.

 

I'm not entirely sure what you mean by these statements. Could you elaborate?

[Gary Novosielski]

A Special meeting can be called to deal with one issue or several issues.  Normally a Special meeting would not be called for general discussion, although there is nothing in RONR that would prevent this. However, never should a special meeting be used instead of a regular meeting.

What about the rule that special meetings can be convened only for specific items of business?  Wouldn't that prevent general discussion?

[Rev Ed]

I am not thinking about the Board here, but about the general membership who may only meet once a year and may want to hold a Special Meeting to discuss the running of the organization, but not to make any specific decision.  I have seen this occur in condominiums where the day-to-day operation of the condominium is in the Board's powers and the owners (general members) simply want a meeting to discuss what the is going on in the condominium. 

 

Mind you, it is better to simply hold two regular meetings instead.  My example is not necessarily the best, but I don't see where RONR would prevent any Special meeting from discussing anything, its just that decisions can only be made if they are specifically stated in the notice.

[Josh Martin]

I am not thinking about the Board here, but about the general membership who may only meet once a year and may want to hold a Special Meeting to discuss the running of the organization, but not to make any specific decision.  I have seen this occur in condominiums where the day-to-day operation of the condominium is in the Board's powers and the owners (general members) simply want a meeting to discuss what the is going on in the condominium. 

 

Mind you, it is better to simply hold two regular meetings instead.  My example is not necessarily the best, but I don't see where RONR would prevent any Special meeting from discussing anything, its just that decisions can only be made if they are specifically stated in the notice.

 

I agree that nothing in the rules in special meetings prevents an assembly from doing this. There are other rules which prohibit the assembly from discussing subjects with no motion pending, although those rules may be suspended. Why an assembly would hold a special meeting solely for discussion is beyond me, but the assembly may do so if it wishes.

[Gary c Tesser]

I am... thinking... about the general membership who... want to hold a Special Meeting to discuss the running of the organization ... and the owners (general members) simply want a meeting to discuss what the is going on in the condominium. 

 

...  I don't see where RONR would prevent any Special meeting from discussing anything, its just that decisions can only be made if they are specifically stated in the notice.

 

But O Edified One, what about p. 91, lines 30 - 31, which say a special meeting is "convened only to consider one or more items of business specified in the call of the meeting"?  Are you going to squirm and quibble about what "convened" means, or what "consider" means, or what "items of business" are -- or anything else?

 

(When you got no case, let it go.  It's the Canadian way.

You already got Novosielski and Martin reaming you.  Keep it up and by tonight probably Nancy N. will join them, and you really don't want that.)

[Rev Ed]

. Why an assembly would hold a special meeting solely for discussion is beyond me, but the assembly may do so if it wishes.

 

I have seen this done - mainly to discuss the Budget passed by the Board - as more of an 'information' meeting.  In many jurisdictions in Canada, for example, the Board of a condominium (HOA) has the power to operate the organization and the membership has few rights over management (other then to elect the Board, pass/amend/repeal By-laws and rules, to approve the Auditor and Financial Statements, etc.), so the owners/general members want to discuss what is occurring in the condominium.

 

I concur, per RONR, this is not the best option - even to discuss issues it is better for those items to be listed in the notice - but I don't see why an organization cannot do this in some cases.

[Gary Novosielski]

Well, if it's a meeting to discuss/amend/approve the budget, that's a very specific item of business. 

 

Now that certainly doesn't mean that discussions on a budget can't be extremely wide-ranging.  After all, a budget embodies in one document just what is and is not important to an organization, in a very concrete way.

 

But it's still one specific item of business.

[Guest Nancy N.]

... a special meeting is "convened only to consider one or more items of business

I have seen this done - mainly to discuss the Budget passed by the Board - as more of an 'information' meeting. .. so the owners/general members want to discuss what is occurring in the condominium.

 

I concur, per RONR, this is not the best option - even to discuss issues it is better for those items to be listed in the notice - but I don't see why an organization cannot do this in some cases.

 

But O Edifice of Edification.

 

Surely you don't dispute that ... a special meeting is "convened only to consider one or more items of business."  Surely you don't dispute the authority of the authority that says so.

 

Surely you will acknowledge that, when some of us Canadians, or anyone else, convene to discuss things without "determining ... courses of action [RONR, 11th Ed -- named for you, maybe -- Page One]," like we often do in bars and my house and taverns and your house and bars and everyone else's house and some bars if it's not past 2 AM, we are not a deliberative assembly as described and discussed in Robert's Rules?

 

Can we not tell these Canadian property owners, or anyone else, that when they get together to not make decisions, but just discuss, they are therefore not engaged in a business meeting, as the term is understood in parliamentary law and also you and me, even if they have gone through the motions of complying with the format prescribed in their bylaws for having a special (business) meeting?

 

(Ooo, I might be crossing Josh Martin on this.  O Josh, our first quarrel again.)

 

Are we devolved by this point to merely quibbling about whether when a group of people get together powerlessly and with no intention of accomplishing something, they can call it a business meeting in the parliamentary sense?

 

(O Ed, let it go.  And in front of the Americans yet.)

[Rev Ed]

And its technically possible for a regular meeting to be held and no decisions, other then routine items such as the approval of the Minutes and adjournment, to be made.   Are those not 'legal meetings' according to RONR?  I have been to those types of meetings - usually by organizations that require a lot of help.  But, let's end this discussion.  I provided an example of a bad type of meeting that does not meet the "RONR standards" for a meeting, but that would be considered a meeting to anyone who attended.

[Demack]

Our meeting was called to make a motion to force two previous board members to come before the board of directors at our next scheduled meeting in executive session to answer some financial questions. These financial questions would involve specific members and how their dues were handled therefore the executive session.   The two were asked at the previous scheduled board meeting to appear in executive session but refused.

[Dan Honemann]

Our meeting was called to make a motion to force two previous board members to come before the board of directors at our next scheduled meeting in executive session to answer some financial questions. These financial questions would involve specific members and how their dues were handled therefore the executive session.   The two were asked at the previous scheduled board meeting to appear in executive session but refused.

 

The question you asked in post #1 was answered in post #2. Do you have any other questions?

[Demack]

Yes I'm asking if any other matters can be discussed and if the board of directors must allow for an open forum before the adjournment.

[Dan Honemann]

Yes I'm asking if any other matters can be discussed and if the board of directors must allow for an open forum before the adjournment.

 

"The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting." (RONR, 11th ed., p. 93, ll. 3-4.)

 

Nothing in RONR requires that a board allow for an open forum at any time.

[Demack]

Thanks again I thought just that but wasn't sure.