Special meetings

[Guest Steven V. Agraviador]

I am posting here my letter-protest ...

[Shmuel Gerber]

The original poster's message contained too much personal and organization-specific information, so I removed it. Here is a quote of the relevant points:

 

I am posting here my letter-protest to the Chairperson of our Cooperative who called for a Special meeting one day ahead of our regular meeting . . . I objected for the reason it is not urgent . . .

 

. . . Am I correct or is there something I miss?  Kindly, enlighten me.

. . .

 

Dear Madame;

 

This is in reference to a text message purportedly sent by your secretary to change the schedule of the agreed monthly meeting, every second Sunday of the any month to this coming Saturday, May 9, 2015. I oppose to this change for these simple reasons;

. . .

 

2)      Section 2, Article 40 of the Republic Act #9520 (Coop Code of the Philippines of 2008) states that “Special meetings of the board of directors may be held at any time upon the call of the chairperson or a majority of the members of the board: Provided, That written notices of the meeting specifying the agenda of the special meeting shall be given to all members of the board at least one (1) week before the said meeting;

. . .

. . . only Section 2, Article 40 of RA#9520 speaks of Special meetings, but even so, the reglementary information period will make the meeting null and void.  Furthermore, the agreed Internal Rules should be considered first whether such meeting is allowed.  The agreed Internal Rules does not say so.

 

Next to consider is the Amended . . . By-Laws.  It, too, does not mention any special meeting.  So is the Rules and Regulations Implementing certain provisions of the RA#9520.  The . . . Board did not grant any power to the Chair to call special meeting.

 

With these in mind, I make the call that the meeting should proceed as previously agreed on Sunday, May 9, 2015 at 9:00 a.m.

 

May God bless you and your family.

 

 

Sincerely yours,

 

Steven V. Agraviador

Member of the Board

[Shmuel Gerber]

And here is my answer:

 

If there is an applicable law that is relevant to your association, then it will take precedence over any rules in the bylaws, "Rules and Regulations," "Internal Rules," and the parliamentary authority (Robert's Rules of Order). Based on the rule that you quoted, I would say that if the chair called the special meeting by providing "written notices of the meeting specifying the agenda of the special meeting . . . to all members of the board at least one (1) week before the said meeting," then the meeting is valid, whether or not it is "urgent."

 

However, this is not the same thing as changing the regular meeting. The regular meeting will still take place on the regular day, even if a special meeting is held the day before.

 

Edited to add:

Actually, it's not clear to me whether the meeting involved is a board meeting or a meeting of the general membership. A rule authorizing the chairperson to call a special meeting of the board does not automatically give her the authority to call a special meeting of the membership.

[Richard Brown]

In addition to other concerns, I wonder if notification of a special via text meeting  message is valid under the organization's bylaws and other superior laws.  I also question whether this "Saturday meeting" is actually a special meeting or a probably invalid attempt to change the date of the regular meeting.  I see all kinds of issues based on the information we were provided.

[Josh Martin]

In addition to other concerns, I wonder if notification of a special via text meeting is valid under the organization's bylaws and other superior laws.  I also question whether this "Saturday meeting" is actually a special meeting or a probably invalid attempt to change the date of the regular meeting.  I see all kinds of issues based on the information we were provided.

 

This is a good point. I can't speak to what the law or the organization's bylaws might require, but so far as RONR is concerned, notice must ordinarily be sent by postal mail. Forms of electronic communication (such as a text message) are an acceptable alternative only if the member has agreed to receive notice by that method. (RONR, 11th ed., pg. 89)