Special Meetings and Unclear Bylaws

[Guest Local Director]

I currently serve on a Board of Directors for a non-profit and have a question about special meetings. Apparently in the past who ever is the president of the board of directors can send out an email scheduling a meeting in addition to the regular scheduled monthly meetings. The president also calls special meetings with very little notice. I read through our bylaws and am unclear on if this is being done properly.

 

ARTICLE XII – MEETINGS 

Section 1. Annual Meetings. The annual meeting of the Board shall be held during August of each year, the date, place, and hour to 

be designated by the Board of Directors. 

 

Section 2. Meetings of Directors. The Board of Directors shall designate a regular time and place of meetings. Absence from three 

(3) regular meetings per year without an excuse deemed valid by the Board of Directors shall be construed as resignation. 

 (a) Quorum: A quorum for the transaction of business of the Directors of the Board shall consist of a minimum of 50% of the Board 

of Directors eligible to vote. 

 ( A mail, fax, or e-mail poll may be used in an emergency situation unless financial matters are involved. 

 

Section 3. Other Meetings. Meetings of the Members may be held at other times as the President or the Board of Directors may 

determine, or upon written request of at least 10% of the Members eligible to vote. 

 

Section 4. Notice of Meetings. Notice shall be given to Members entitled to participate in the meeting preceding all meetings. If a 

special meeting is called, it shall be accompanied by a statement of purpose of the meeting. 

 

Section 5. Quorum. A quorum for the transaction of business of the REALTOR® membership shall consist of 10% and a majority 

vote shall rule. 

 

Section 6. Electronic Transaction of Business. To the fullest extent permitted by law, the Board of Directors or membership may 

conduct business by electronic means

 

Section 7. Action without Meeting. Unless specifically prohibited by the articles of Incorporation, any action required or permitted 

to be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, 

shall be signed by all of the Directors. The consent shall be evidenced by one or more written approvals, each of which sets forth the 

action taken and bears the signature of one or more Directors. All the approvals evidencing the consent shall be delivered to the 

Association Executive to be filed in the corporate records. The action taken shall be effective when all the Directors have approved the 

consent unless the consent specifies a different effective date. 

 

 

This is the only section of our bylaws that address meetings. Can the president call these special meetings as done in the past, specifically with only 1.5 hour notice and no reason for the meeting given? Also are minutes supposed to be taken at these special called meetings? And if a incorrect special called meeting took place where action was taken is that action void?

 

 

[jstackpo]

RONR recognizes only two types of meetings:  "Regular" which are scheduled ahead of time (perhaps by the bylaws or with the time set by a resolution/motion at the previous regular meeting) and "Special" which is, well, not scheduled or not regular.  (Logically, that covers everything.) Special meetings have to be authorized in bylaws and those bylaws should say how such meetings are called. p. 89 ff.

 

Your bylaws seem to introduce a third category, "Other Meetings", which don't fit RONR's system.  Once you figure out what they are and how they are different from "Special" meetings (if they are not "really" the same) your questions will be answered by reference to RONR for Regular and Special, and your rules (you will have to write them) for your "Other Meetings".

 

If you think you are not getting enough notice for the Special meetings, raise a point of order at the start of the meeting.  RONR requires "reasonable" notice.  You, collectively, decide what is "reasonable".

[Transpower]

 

If a special meeting is called, it shall be accompanied by a statement of purpose of the meeting.

 

So, obviously, a reason must be given for the special meeting and minutes must be taken.  1.5 hours notice is completely unreasonable.  RONR (11th ed.), p. 91, ll.31-35:  "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." 

[Timothy]

1.5 hours notice is completely unreasonable.

 

 

Generally, I would agree, but if it were a situation in which all of the members were living or working in the same building and could usually drop whatever they were doing to support a meeting, 1.5 hours might be reasonable. It is up to the organization to decide what is reasonable and what isn't.

[Guest Local Director]

If action was taken at the special meeting that had only 1.5 hours notice and no purpose given is that action void?

 

[jstackpo]

Did anybody raise a point of order at the meeting about those improprieties?

 

Were all the members present (in spite of the short notice)?

[Guest Local Director]

3 members were not present (3 votes that would have changed the outcome) and to my knowledge no one raised a point of order. I was one of the members not able to make the meeting

[Timothy]

3 members were not present (3 votes that would have changed the outcome) and to my knowledge no one raised a point of order. I was one of the members not able to make the meeting

 

If there were members absent because of the short notice, it doesn't matter whether a point of order was raised at the meeting. Presumably, those at the meeting saw nothing wrong with meeting on short notice. Because this deals with protecting absentees, you can raise a point of order the next time you are at a meeting. Or you can make a motion to rescind the motion, if it hasn't already been carried out.

[jstackpo]

And the basis for the point is the rights of absentees - p. 251 (e).

[Guest Local Director]

we have a meeting this morning that was called yesterday (exactly 24 hour notice) and it is being referred to as our regular monthly meeting although no motion was made to hold this meeting on this date and time at a previous regular meeting. Can action be taken at this meeting to rescind the motion of the previous meeting as long as a quorum is present? Also should this be considered an "other meeting" according to our bylaws?

[Guest Local Director]

Can you have a type of meeting that is not recognized by RRONR even though our organization operates under them?

[Edgar Guest]

Can you have a type of meeting that is not recognized by RRONR even though our organization operates under them?

 

Yes. Your bylaws supersede RONR.

[Gary Novosielski]

Can you have a type of meeting that is not recognized by RRONR even though our organization operates under them?

 

As a practical matter, not really.  Meetings are either regularly scheduled, or they are called individually..  The former are regular, the latter are special. 

 

Now, you might name them anything else that you like, but each meeting will be one of the two classes, and the rules in RONR will apply to them unless superseded by something in your bylaws.

[George Mervosh]

Were all the members present (in spite of the short notice)?

 

 

If there were members absent because of the short notice, it doesn't matter whether a point of order was raised at the meeting.

 

And the basis for the point is the rights of absentees - p. 251 (e).

 

Gentlemen, based upon what Mr. Gerber said here http://robertsrules.forumflash.com/index.php?/topic/22213-even-when-there-are-no-absentees/?p=120373  it doesn't matter if everyone was present IF the notice for the meeting was not proper. 

[Guest Local Director]

Thank you all for your input. Another question I have about the special called meeting with out proper notice had action taken. If a motion was made and passed to invalidate that meeting because of it not following bylaws, can the action that was taken at that meeting still be ratified and put into place?

[jstackpo]

"Ratify" isn't the technically correct word, but yes, whatever it was you tried to adopt at the (improper) special meeting (that was subsequently declared void), any member is fee to move the same motion/proposal at a proper (special or regular) meeting later on.