Special Meeting Discussion

[Guest Mickey]

A member has called a special meeting, in accordance with our bylaws, through a letter to the officers. The letter states that they are calling a special meeting to "discuss our leadership structure." RR and our constitution state that only the stated agenda can be discussed at a special meeting. Since the member's letter only specifies "discussion," with no actionable item to be voted upon, would any voting outside of discussion procedure be considered out of order? If a member moved to dissolve the leadership board or dismiss an officer, wouldn't that be beyond the scope of the stated special meeting agenda?

[jstackpo]

Would seen so to me, but I didn't get the letter to show up at the meeting.

[Dan Honemann]

A member has called a special meeting, in accordance with our bylaws, through a letter to the officers. The letter states that they are calling a special meeting to "discuss our leadership structure." RR and our constitution state that only the stated agenda can be discussed at a special meeting. Since the member's letter only specifies "discussion," with no actionable item to be voted upon, would any voting outside of discussion procedure be considered out of order? If a member moved to dissolve the leadership board or dismiss an officer, wouldn't that be beyond the scope of the stated special meeting agenda?

 

As far as RONR is concerned, meetings are called to transact business. Although the call of a special meeting must clearly and specifically describe the subject matter of the items of business to be brought up, it need not give the exact content of individual motions that will be considered.

[Guest Mickey]

As far as RONR is concerned, meetings are called to transact business. Although the call of a special meeting must clearly and specifically describe the subject matter of the items of business to be brought up, it need not give the exact content of individual motions that will be considered.

So a member could call a meeting to "discuss leadership" then be justified in making a motion to overhaul our entire leadership structure? If specific issues are not specified in our constitution (dismissal of leaders, etc), the member can make that motion?

What recourse does the meeting chair have in asking the member to be more specific?

[jstackpo]

The meeting chair could raise a point of order at the meeting (as could any member present) to the effect that the "discuss" notice was inadequate and didn't "clearly and specifically describe the subject matter of the items of business to be brought up".

[Gary Novosielski]

It is likely that any change in leadership structure would require at the very least some amendments to, and possibly wholesale revision of, the bylaws.

 

So it is likely that an additional set of rules regarding bylaws amendment and the requisite notice requirements and other restrictions could apply in addition to (or perhaps superseding to an extent) the rules for special meetings.

[Richard Brown]

I haven't had enough coffee and it's still a bit early for me to engage in a full blown disagreement with a key member of the authorship team, but I don't see how a notice that a meeting is being called to "discuss our leadership structure" is sufficient to legitimize any substantive motions to dissolve the leadership board (whatever that is) or to remove an officer.

 

In addition, guest Mickey says the letter went "to the officers".  That indicates to me that this might be a meeting of the board of directors or executive committee or "leadership board"  rather than of the general membership.  If it's a small board, discussion without a motion pending is clearly permissible. 

 

And, finally, even if it is a meeting of the general membership and meetings are normally held (or called) to transact business, I believe the rules can be suspended to allow discussion of a matter without a motion being pending.  But, if it is necessary that a meeting be held only to "transact business", then it seems to me that a meeting called for the purpose of "discussion" would not be a proper meeting at all.  I think a meeting for brainstorming purposes to discuss club operations is perfectly ok. 

[Guest Mickey]

Our constitution requires that members provide a letter to an officer with a request to call a special meeting, including the specific purpose of the meeting.

This would be a meeting of the general membership.

[Richard Brown]

Our constitution requires that members provide a letter to an officer with a request to call a special meeting, including the specific purpose of the meeting.

This would be a meeting of the general membership.

Well, then, it seems to me that if a general member can only request a special meeting, the officer (or board or whoever gets to actually call the special meeting) can and maybe should refuse to do so unless the notice is more specific.  If the meeting is for discussion only and no action will be taken, perhaps the notice should say so.

[Guest Mickey]

There are specific procedures spelled out in our constitution regarding the procedure for changing leadership structure. It would involve a constitutional amendment/revision, which hasn't been proposed as part of this special meeting. Would such a motion to change out structure be considered out of order in a meeting that has been requested for "discussion"?

[jstackpo]

A motion to amend the bylaws would certainly be out of order as a clear notice of the details of the amendment was (apparently) not given.