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Guest Geoff Kahan

Improper Notice for Special Meeting

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Guest Geoff Kahan

This is not hypothetical, this happened to us last week.


Our By-laws say a special board meeting must be noticed by personal contact to each of the 15 board members at least 48 hours in advance.


The President sent an email to the entire group 72 hours ahead, and then proceeded to call each member by phone.  The 15th member did not get the phone call until 24 hours before.


She showed up to the meeting, so obviously the notice was in plenty of time, but then objected to the meeting saying the by-laws were violated because she only had 24, not 48 hours, notice.


These days, with electronic email, messaging, etc, can an email be considered personal contact?  I suppose that is an older term that may now seem ambiguous.  Would the email have to be done one person at a time to be considered personal contact versus an email with 15 recipients?


Is the whole meeting invalidated because of that one member that was not personally contacted/noticed properly?


Everyone else did not see it as a big problem, since she showed up, we felt like, let's just get on with the meeting.


She abruptly resigned and stormed out.  We still had a quorum, my question is: did we still have a valid meeting?


I know by-laws should be followed, but is that enough of a violation to invalidate an entire meeting?


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Our By-laws say a special board meeting must be noticed by personal contact to each of the 15 board members at least 48 hours in advance.

Is that exactly what your bylaws say?

 

She abruptly resigned and stormed out.  We still had a quorum, my question is: did we still have a valid meeting?

The absence (or presence) of a quorum is unrelated to the validity of a meeting.

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Guest Geoff Kahan

Here is the exact wording:

 

The President and three (3) members of the Board of Directors shall have the power to call special meetings of the Board of Directors at any time upon two (2) days’ notice by personal contact with each Director. Only the announced business for which the meeting was called may be transacted.

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Interpreting your bylaws can be done properly only when they are read in their entirety, not from just reading a paraphrased portion. But bylaws interpretaion is beyond the scope of this forum. What we can tell you is that if the notice requirment for a special meeting was not met, the meeting most likely was invalid. But whether the group e-mail 72 hours in advance constituted proper notcie is a question your organization will have to determine for itself. The way that would occur is for someoine to raise a Point of Order at the next (or any future) meeting that the business conducted at the special meeting was null and void due to insufficnent notce. The chair would then rule either that the point is or is not well-taken. Following the ruling, any member who disagrees with the ruiling may appeal, and if the appeal is seconded, the assembly will decide, by majority voite, whether the ruling is sustained or not.

 

If your organization is subject to an state statute, it also is possible that the statute conatins a waaiver provision. But if so, whether that provision would apply to your meeting also is something that your organziation will need to figure out, perhaps with the advice of an attorney.

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Guest Geoff Kahan

I'm pretty sure that's been in the by-laws since before email and text messaging was invented.

As I asked, even though that phrase may now seem ambiguous, are there any RONR rulings that justify email as a valid form of personal contact?

It sounds like we should update that section to explicitly list the various forms of contact allowed: e.g. phone, text, email, Facebook message, etc.
But that adds another question, if a phone call is made and a voice message if left, is that enough?  

Does the caller have to receive an acknowledgement for the notice to be sufficient or is the valid attempt at contacting the person reasonable and adequate?

 

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I'm afraid it will be up to your organization to figure out what "personal contact" means.

 

I think i'd be inclined to think it means a face-to-face confrontation. With maybe a touch on the shoulder.

 

Your best option is to remove that ambiguous requirement from your bylaws. You can't make a silk purse out of a sow's ear.

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I agree with Mr. Guest, although I probably would include a phone call with an actual conversation (not a voice mail) as a "personal contact." But your organziation needs to figure out for itself what it means, and then amend the bylaws to remove any ambiguity.

 

One thing you can do, just to eliminate any possiblity that the actions taken at the special meeting could be declared null and void, would be to ratify them at the next regular meeting.

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Guest Geoff Kahan

Yes, tonight is a regularly scheduled board meeting.  

I plan on making the same 2 motions that were covered in the special meeting just to be safe.  

Then I plan on a motion to amend the by-laws per the by-laws rules on amendments.

Thanks for the help/advice

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Yes, tonight is a regularly scheduled board meeting.  

I plan on making the same 2 motions that were covered in the special meeting just to be safe.  

Then I plan on a motion to amend the by-laws per the by-laws rules on amendments.

Thanks for the help/advice

 

Instead of making the sane two motions, I recommend that you move to ratify the motions ("I move that the board ratify the motions to [whatever the motions were for] adopted at the speciel meeting held on [date])." Since there are two separate motions involved, the motion to ratify them would have to be divided on the demand of any member. Or you could move to ratify each one separately.

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These days, with electronic email, messaging, etc, can an email be considered personal contact?  I suppose that is an older term that may now seem ambiguous.  Would the email have to be done one person at a time to be considered personal contact versus an email with 15 recipients?

Is the whole meeting invalidated because of that one member that was not personally contacted/noticed properly?

Everyone else did not see it as a big problem, since she showed up, we felt like, let's just get on with the meeting.

She abruptly resigned and stormed out.  We still had a quorum, my question is: did we still have a valid meeting?

I know by-laws should be followed, but is that enough of a violation to invalidate an entire meeting?

 

If a member is not given proper notice, yes, that is enough of a reason to invalidate a meeting, but it's not entirely clear to me that the member was not given proper notice. "Personal contact" is quite vague (and should probably be clarified to avoid these sorts of problems in the future), but that's not the only thing. You say that the President was unable to reach the member until 24 hours in advance, but when did the President first attempt to contact the member? Notice rules are generally based on when the notice is sent, not when it's received (since the latter is beyond the society's control).

 

As I asked, even though that phrase may now seem ambiguous, are there any RONR rulings that justify email as a valid form of personal contact?

It sounds like we should update that section to explicitly list the various forms of contact allowed: e.g. phone, text, email, Facebook message, etc.

But that adds another question, if a phone call is made and a voice message if left, is that enough?  

Does the caller have to receive an acknowledgement for the notice to be sufficient or is the valid attempt at contacting the person reasonable and adequate?

 

RONR does not define "personal contact." RONR requires notice by mail, but permits e-mail or other electronic means as an alternative if members have agreed to receive notice by that method. If a phone call is a valid form of notice, then if a voice message is left, that is sufficient, in my opinion. It's not the society's fault that the member wasn't available to receive the call.

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If a member is not given proper notice, yes, that is enough of a reason to invalidate a meeting, but it's not entirely clear to me that the member was not given proper notice. "Personal contact" is quite vague (and should probably be clarified to avoid these sorts of problems in the future), but that's not the only thing. You say that the President was unable to reach the member until 24 hours in advance, but when did the President first attempt to contact the member? Notice rules are generally based on when the notice is sent, not when it's received (since the latter is beyond the society's control).

 

 

RONR does not define "personal contact." RONR requires notice by mail, but permits e-mail or other electronic means as an alternative if members have agreed to receive notice by that method. If a phone call is a valid form of notice, then if a voice message is left, that is sufficient, in my opinion. It's not the society's fault that the member wasn't available to receive the call.

Josh, I agree that what you said is the general rule and is the rule in RONR.  However, it seems to me that the bylaws for this organization require something beyond simply mailing a notice or attempting a contact by phone.  I agree with the comments by Edgar Guest and Weldon Merritt in this particular case that the organization itself must decide what that particular bylaw provision requires.

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I've got to come down in agreement with Josh.  The term "personal contact" may include a letter or an e-mail, as opposed to notice in a newspaper or posted on a bulletin board; that may have been the intent of the framers.  The board chose to interpret its ambiguous bylaw that way.

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I've got to come down in agreement with Josh.  The term "personal contact" may include a letter or an e-mail, as opposed to notice in a newspaper or posted on a bulletin board; that may have been the intent of the framers.  The board chose to interpret its ambiguous bylaw that way.

You don't think it's up to the society itself to interpret that bylaw provision regarding "personal contact"?  It is far different language from the traditional "give notice", "send notice",  "mail notice", etc where mailing or sending the notice is sufficient.

 

I agree that mailing notice, sending an email, or even leaving a voice mail message or a message on an answering machine might well constitute "giving notice".  But, where the bylaws require "personal contact", I don't think we can say that. 

 

Look at the language of that bylaw provision:  "The President and three (3) members of the Board of Directors shall have the power to call special meetings of the Board of Directors at any time upon two (2) days’ notice by personal contact with each Director."

 

It's up to the organization itself to decide what is required.   And then change that bylaw provision. :)

Edited by Richard Brown

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You don't think it's up to the society itself to interpret that bylaw provision regarding "personal contact"?

Ultimately, sure, but the board will interpret the provision between the society's meetings. Additionally, since the rule in question pertains solely to board meetings, I suspect the society might not care and will let the board's interpretation stand.

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I agree that mailing notice, sending an email, or even leaving a voice mail message or a message on an answering machine might well constitute "giving notice".  But, where the bylaws require "personal contact", I don't think we can say that. 

 

The problem is, some types of notice may be legitimate, and broad.  Giving notice at a meeting, for example, may normally be legitimate.  Likewise putting an advertizement of the meeting in the local newspaper may be proper notice, as might posting it on the club bulletin board, or on the website.  For some organization this would constitute proper notice, but none of it is "personal contact."   "Personal contact" may be used to indicate these methods are not acceptable. 

 

How about a notice sent through the mail, via regular mail?   Is that "personal contact?"  How about registered mail?   What if you call me on the phone, and I answer in person; is that "personal contact?"  I frankly could argue these points both ways.  The term is ambiguous and subject to the interpretation of the society (and at the point when the issue was raised, decided in that instance by the Board).  

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Guest Nancy N.

Instead of making the sane two motions, I recommend that you move to ratify the motions ("I move that the board ratify the motions to [whatever the motions were for] adopted at the speciel meeting held on [date])." Since there are two separate motions involved, the motion to ratify them would have to be divided on the demand of any member. Or you could move to ratify each one separately.

 

I've been uncomfortable about this for these couple days now.  I suspect that it's not proper (at least indelicately cavalier*) to ratify something that is valid on its own, and it may well be that this society, or the board, may decide that the e-mail, sent 72 hours before the meeting, was sufficient.  (Although I've now hunted, especially on pp. 343 and 110 - 113, and have found nothing to support my suspicion.  Maybe p 342, line 20?)

________________

*"Tut-tut, my good man!" one would exclaim.  (By way of example.)

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I've been uncomfortable about this for these couple days now.  I suspect that it's not proper (at least indelicately cavalier*) to ratify something that is valid on its own, and it may well be that this society, or the board, may decide that the e-mail, sent 72 hours before the meeting, was sufficient.  (Although I've now hunted, especially on pp. 343 and 110 - 113, and have found nothing to support my suspicion.  Maybe p 342, line 20?)

________________

*"Tut-tut, my good man!" one would exclaim.  (By way of example.)

 

"The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly."  (RONR, 11th ed., p. 124.)

 

Invalidity of the action to be ratified is a precondition to the making of the motion to ratify, and this invalidity must, therefore, be determined before the motion to ratify can be said to be in order. If the action taken was valid, the motion to ratify becomes, in effect, a motion to "reaffirm", which is not in order (RONR, 11th ed., p. 104, ll. 24-31).

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I agree that mailing notice, sending an email, or even leaving a voice mail message or a message on an answering machine might well constitute "giving notice".  But, where the bylaws require "personal contact", I don't think we can say that. 

Up to the membership to interpret but if the intention is to ensure the person was notified, an email with return receipt would suffice or a text with "text me when you get this" would as well.

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 . . . if the intention is to ensure the person was notified, an email with return receipt would suffice or a text with "text me when you get this" would as well.

 

I've occasionally received e-mail that requested I confirm its receipt. I always refuse and can still read the message. 

 

Similarly, "Text me when you get this" only works if the recipient texts the sender.

 

In any event, this thread is over a month old and was frivolously resurrected. Perhaps it's time to let it rest in peace.

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Guest Nancy N.

"The motion to ratify (also called approve or confirm) is an incidental main motion that is used to confirm or make valid an action already taken that cannot become valid until approved by the assembly."  (RONR, 11th ed., p. 124.)

 

Invalidity of the action to be ratified is a precondition to the making of the motion to ratify, and this invalidity must, therefore, be determined before the motion to ratify can be said to be in order. If the action taken was valid, the motion to ratify becomes, in effect, a motion to "reaffirm", which is not in order (RONR, 11th ed., p. 104, ll. 24-31).

 

Thanks:  these are what I was groping for.

 

(Boy if they put you in charge of my RP test I'm hopeless)

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Guest Nancy N.

I've occasionally received e-mail that requested I confirm its receipt. I always refuse and can still read the message. 

 

Similarly, "Text me when you get this" only works if the recipient texts the sender.

 

Why do you refuse?

 

... In any event, this thread is over a month old and was frivolously resurrected. Perhaps it's time to let it rest in peace.

 

Apparently I, Dr. Cad, and Mr. Honemann found some fruit in it.  But okay, mommy.

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I've occasionally received e-mail that requested I confirm its receipt. I always refuse and can still read the message. 

 

Similarly, "Text me when you get this" only works if the recipient texts the sender.

 

 

Like I said, member-interpretation but if the receiver confirms delivery via email or text then one could argue "personal contact" was made.  But then again, they could always say the "personal contact" is an actual conversation.  Might not be a bad idea for the organization to clarify that rule in their bylaw.

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I've occasionally received e-mail that requested I confirm its receipt. I always refuse and can still read the message. 

 

Why do you refuse?

 

Because I can. And because I usually have no idea who the sender is and have no reason to let him know that his message (whatever it says) was received.

 

Why would you accept?

 

Edited at 3:16 PM to add: By the way, I'm referring to e-mail that asks for confirmation of receipt before it's opened (analogous to having to sign for a return-receipt letter at the post office).

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The legitimate parliamentary issues raised by this thread have nothing to do with what does or does not constitute "notice by personal contact" within the meaning of this organization's bylaws, which, I suppose, is why so many responses offer personal opinions as to what does or does not constitute "personal contact". One doesn't need to know a thing about Robert's Rules in order to offer such an opinion.

 

​Perhaps more serious contributors will be willing to explore the question as to whether or not it is in order, under the rules in RONR, to move to ratify action taken at a meeting that the assembly has determined was not a regular or properly called meeting. I'm getting too old to worry about it, and would probably just make the same motions over again. 

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