Voting at a Special Meeting

[SKelly1313]

Hello all, 

 

This forum is great and I appreciate your consideration.

 

A large group of our membership is opposed to the way the Board is handling money, and wanted a review of financials, with the aim of getting more information and possibly acting. We submitted a petition for a Special Meeting.

 

This is the language of the petition:

 

Petition for a Special Club Meeting of the membership of XXXX to discuss club financials including, but not limited to, the following items:

 

1. Recent increases in class pricing.

2. Class discount for volunteer members should be of equal percentage across discipline.

3. Minutes of Meeting of the BoD should be distributed to the membership in a timely fashion.

4. Detailed review of overall club financials.

 

 

This is the postcard the Board sent out:

 

 

NOTICE 

There will be a Special Meeting of XXXX to discuss financial matters relating to club operations.

 

This is the language about Special Meetings in our By-Laws:

 

Section 3. Special Club Meetings. Special Club meetings may be called by the President or by a majority of the members of the Board who are present and voting at any regular or special meeting of the Board or by the Secretary upon receipt of a petition signed by ten members of the Club. Such special meetings shall be held within a twenty-five mile radius of the City of White Plains, and at such hour and place as may be designated by the person or persons authorized 

herein to call such meetings. Written notice of such meeting shall be mailed by the Secretary at least seven days and not more than fourteen days prior to the date of the meeting, and no other Club business may be transacted thereat. The quorum of such a meeting shall be 15% of the voting members in good standing.

 

​At the Special Meeting, the Board treated it as an informal gathering. They did not present an agenda, open the meeting, or take notes. They presented financial information and gave members a chance to speak. 

 

There was an attendance sheet, and we saw that there was a quorum. A member made a motion for a vote, which was seconded (and thirded). The Board said that voting is not permitted. Then, they pulled out a letter of advice they solicited from an attorney. (They said the attorney provided this for free. He appears to be from a firm that has knowledge of Constitutions and By-Laws.

​

) The attorney told the Board that ​after reviewing our Constitution and By-Laws, "the only business that may be conducted at a Special Meeting -- whether called by the President, a majority of the Board or by a result of receipt by the Secretary of a petition signed by ten members of the Club -- is that which is specifically set forth in any notice of such a meeting... As such, should any party desiring a vote to be held on a given matter in a Special Meeting, language requesting the same would necessarily have to be part of the initial request, as well as the Secretary's notice."

 

​The attorney's letter went on to say that "the Board of Directors has sole and exclusive responsbility and authority for the general management of the Club's affairs. Article III Section 1. It is clear that setting prices for services is a business determination intrinsic to the general management of the Club." He goes on to say that while the membership cannot reverse any fee increase, the membership can, 1. Amend the Constitution and By-Laws; 2. Await the next election; 3. Persuade the current Board to change its mind. 

 

Of course this letter was not well-received by the Members at the Special Meeting. Members motioned, seconded, and thirded for a vote more than once, and the Board refused to allow it. 

 

As a last effort to be heard, Members made a motion to use a voice vote to temporarily suspend the constitution and bylaws to allow a vote on the previously made motion. The motion was seconded and thirded.  The board did not agree with the interpretation that a voice vote was an appropriate procedure. The vote occurred regardless (by that I mean it happened, but it wasn't recorded by the Secretary), and members were unanimous in their vote to temporarily suspend the constitution, and again were unanimous in voting on the aforementioned repeal of pricing, discount distribution and the need for voting on price changes in the future. 

 

My questions:

1. Was the Board correct in conducting the Special Meeting without agenda, procedure, or minutes?
2. Is the Board correct that no voting was allowed at the Special Meeting? 
3. Is the Board correct that only one topic can be addressed at a Special Meeting, and it must be specified in the notice (which they control)?
4. Is the Board correct that the membership cannot address financial matters in a vote?

Just to be clear, we absolutely had quorum, and the entire quorum opposed the Board.

 

I welcome your comments and any advice you have for strategy, if the membership should have a say in financial matters of the Club.

 

Thank you!

 

[Bruce Lages]

In the order that you asked:

 

1) There is no agenda per se for a special meeting, since RONR states that only the one or more items of business specified in the call of the meeting can be considered. This also appears be stated in your bylaws, although it seems that their language on that point is poorly written. i'm not sure what you mean by procedure, but the handling of the specified items of business follows the same rules as it would in a regular meeting. Minutes most definitely should be taken at special meetings, although in this case, since no motions or votes were taken, and minutes convey what was done at a meeting, not what was said, those minutes would be very brief.

 

2 )  In general, no the board was not correct. But in this case, whether voting was allowed depended primarily on how the items of business to be considered were described in the call of the meeting. If the call said discussion only, there may be a reasonable expectation that no votes will be taken. For what it's worth RONR says the following about the call of a special 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."  I'd say the notice you quote clearly did not satisfy the RONR definition and was rather vague about what, if any, items of business could be voted on.

 

3 )  Yes the board is correct - see answer 1) above.

 

4 ) They might be. If your bylaws do, in fact, give the board exclusive authority over the affairs of the society, then the general membership may not be able to rescind or amend any actions taken by the board in the exercise of that authority. You all will have to decide exactly what your bylaws say about the extent of the board's authority. You might find RONR, 11th ed. p. 482, l.25 - p. 483, l.16, and p.578, ll. 5-15 helpful here. 

[SKelly1313]

Thank you so much for your insight, Bruce. I will look up those references.

 

Our bylaws state, "General management of the Club's affairs shall be entrusted to the Board of Directors." Do you interpret that to mean that they have exclusive authority, and the membership cannot rescind or amend any actions?

 

Shannon 

[Richard Brown]

I agree with the response by Mr. Lages.  Unfortunately, the request for the special meeting was vague and didn't list any specific items to be voted on and the notice of the meeting (the call of the meeting) was even more vague, saying only that "There will be a Special Meeting of XXXX to discuss financial matters relating to club operations."  I agree with Mr. Lages that that notice is simply too vague to apprise the members of any substantive items to be voted on.

[Richard Brown]

Our bylaws state, "General management of the Club's affairs shall be entrusted to the Board of Directors."

If that is what the bylaws say, and they don't say anything about the board having authority only between meetings of the membership, then the board probably does have pretty much "sole and exclusive" authority over the affairs of the organization.  Read the bylaws very carefully, especially the provisions about the powers of the board, to see what powers might be reserved to the members and if there are any limitations on the board's powers.

 

It is up to your organization to interpret its own bylaws.  We cannot do that for you.

[SKelly1313]

Thank you very much, Mr. Brown.

 

Shannon