Can notice be given at a special meeting?

[mjhmjh]

The Society meets on the first of every month. A member wishes to make a motion at the February meeting that requires previous notice, but failed to give notice at the January meeting. If a special meeting were to occur between the regular January and February meetings, could notice be given at that special meeting and then acted upon at the February meeting?

[George Mervosh]

Not unless the call of the special meeting includes giving notice of this motion as one of the items of business.  

As an aside, your rule requiring previous notice might not permit it even if it is in the call to a special meeting, but you'll have to read your bylaws and decide for yourselves if it can be validly given at a special meeting if included in the call.

[Hieu H. Huynh]

Why couldn't the notice be included in the call of the February meeting?

[Richard Brown]

38 minutes ago, mjhmjh said:

The Society meets on the first of every month. A member wishes to make a motion at the February meeting that requires previous notice, but failed to give notice at the January meeting. If a special meeting were to occur between the regular January and February meetings, could notice be given at that special meeting and then acted upon at the February meeting?

 

24 minutes ago, George Mervosh said:

Not unless the call of the special meeting includes giving notice of this motion as one of the items of business.  

As an aside, your rule requiring previous notice might not permit it even if it is in the call to a special meeting, but you'll have to read your bylaws and decide for yourselves if it can be validly given at a special meeting if included in the call.

 

Very good question, mjh.

I don't think RONR is clear on this point.  Nothing in RONR about giving notice at "the previous meeting" limits it to a regular meeting.  In fact, when considering all the language about giving notice being proper even when another has the floor, etc, it seems to add credibility to the argument that such notice can be given just about anytime, subject to the listed limitations, since no action is to be taken on it.  Being in a special meeting is not one of those limitations.

On the flip side, RONR also makes plain that only business listed in the call of the meeting can be "transacted" at the meeting.  What does "transacted" mean?  What business is being "transacted" when someone simply gives notice that he will make a certain motion at the next meeting?  No action is taken on that statement.

I think good arguments can be made either way.  I was researching it when George made his post and was about to say that I think previous notice  CAN be given at a special meeting since I don't see any language that specifically prohibits it.  The only language which could justify not allowing it is the statement, which is a powerful statement,, that only business listed in the call of the meeting can be "transacted" at the meeting.  Personally, I view "transacting" as "taking action" on something, such as a money transaction.  Buying something.  Voting on something.  Offering to buy or sell something, which is in the nature of an announcement, is not a transaction.  A transaction doesn't occur until the offer is accepted.

I can accept either answer, but I am sincerely interested in hearing the opinions of the authorship team on this issue.

 

[Bruce Lages]

1 hour ago, Hieu H. Huynh said:

Why couldn't the notice be included in the call of the February meeting?

It certainly could if such notices are sent for regular meetings.However, if the society's meetings on the first of each month are prescribed in the bylaws, then no notice of each regular meeting is required. [At least that is the way I read the first paragraph on p. 89.] But even in the absence of a required notice of meeting, nothing would prevent the member from requesting that the secretary send out a notice of the member's intent at the next regular meeting to introduce a motion that requires previous notice.

[Guest Who's Coming to Dinner]

1 hour ago, Richard Brown said:

I think good arguments can be made either way.  I was researching it when George made his post and was about to say that I think previous notice  CAN be given at a special meeting since I don't see any language that specifically prohibits it.  The only language which could justify not allowing it is the statement, which is a powerful statement,, that only business listed in the call of the meeting can be "transacted" at the meeting.  Personally, I view "transacting" as "taking action" on something, such as a money transaction.  Buying something.  Voting on something.  Offering to buy or sell something, which is in the nature of an announcement, is not a transaction.  A transaction doesn't occur until the offer is accepted.

Merriam-Webster holds that transact, as a transitive verb, means 1) to carry to completion or 2) to carry on the operation or management of. Your notion fits with the first definition, but giving previous notice is subsumed by the second, much broader definition.

[George Mervosh]

Richard, do you have the same concerns with the word transacted as it's used on p. 347, l. 22?    

[Joshua Katz]

I lean towards Mr. Brown's answer.  I'm having trouble thinking of the definition by which giving notice is "transacting business" but, for instance, adjourning isn't.

[Richard Brown]

15 hours ago, George Mervosh said:

Richard, do you have the same concerns with the word transacted as it's used on p. 347, l. 22?    

I see your point.  My response is that when it comes to inquorate meetings, RONR has a SPECIFIC prohibition against giving notice at an inquorate meeting.  RONR has no such prohibition on giving notice at a special meeting.

Here is the language on page 348 prohibiting the giving of notice at an inquorate meeting:  "The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent, and a notice (pp. 121–24) cannot be validly given."  (Emphasis added).

It seems to me that if RONR intended for the same limitation to apply to a special meeting, it would say so.  I see a valid reason for prohibiting the giving of notice at an inquorate meeting but permitting it at a special meeting where a quorum IS present.

[Dan Honemann]

22 hours ago, mjhmjh said:

The Society meets on the first of every month. A member wishes to make a motion at the February meeting that requires previous notice, but failed to give notice at the January meeting. If a special meeting were to occur between the regular January and February meetings, could notice be given at that special meeting and then acted upon at the February meeting?

My own view of this is that yes, a member may give notice at this special meeting of intent to make a motion at the next regular meeting in February, and such notice will constitute "previous notice" as defined on pages 4 and 121, assuming, of course, that the member properly describes the content of the motion which he proposes to introduce.

[Rev Ed]

I would like to add my two cents here:  wouldn't we need to know what the previous notice was about and then review the By-laws?  For example, if previous notice is an intent to move an amendment to the By-laws, and the By-law about amendments reads something along the line of "Notice of any amendments to the By-laws must be made at the previous regular meeting" then the special meeting would not be acceptable.  Or what if the By-law read that "Notice must be given at least one month in advance."

I think we could use a little more information.  Someone please tell me that I am wrong about this.

[Richard Brown]

8 minutes ago, Rev Ed said:

I would like to add my two cents here:  wouldn't we need to know what the previous notice was about and then review the By-laws?  For example, if previous notice is an intent to move an amendment to the By-laws, and the By-law about amendments reads something along the line of "Notice of any amendments to the By-laws must be made at the previous regular meeting" then the special meeting would not be acceptable.  Or what if the By-law read that "Notice must be given at least one month in advance."

I think we could use a little more information.  Someone please tell me that I am wrong about this.

I think it is pretty obvious that if the bylaws specifically say that previous notice must be given at a REGULAR meeting,  then giving notice at a special meeting would not suffice.  If the bylaws require notice at least one month in advance, then notice at any kind of meeting less than one month in advance would not suffice.

[Tom Coronite]

2 hours ago, Daniel H. Honemann said:

My own view of this is that yes, a member may give notice at this special meeting of intent to make a motion at the next regular meeting in February, and such notice will constitute "previous notice" as defined on pages 4 and 121, assuming, of course, that the member properly describes the content of the motion which he proposes to introduce.

Even if the intent to give previous notice is not included in the call of the special meeting? And if the answer to that question is "yes" is that because of the phrase "...and that require action by the society..." on page 122 lines 2-3? (By that I mean being given notice requires no "action" by the receivers)

At the start of this thread I would've put my money on "no" as an answer to the original question. Now I'm moving toward "yes".

[Dan Honemann]

46 minutes ago, Tom Coronite said:

Even if the intent to give previous notice is not included in the call of the special meeting? And if the answer to that question is "yes" is that because of the phrase "...and that require action by the society..." on page 122 lines 2-3? (By that I mean being given notice requires no "action" by the receivers)

At the start of this thread I would've put my money on "no" as an answer to the original question. Now I'm moving toward "yes".

Yes, I'm assuming that nothing about any of this was included in the call of the special meeting, but no, I wasn't thinking particularly about what is said at the top of page 92 (or at the top of p. 122 either for that matter). Among other things, I just don't think that giving "previous notice" constitutes transacting business in the sense contemplated by what is said on page 93, lines 3-4.

Actually, I flipped a coin, heads for yes and tails for no, and it came up heads. 

[Tom Coronite]

Yeah, I don't know how my reference came out as p122, should indeed have been p 92 to which I was referring.

Hard to argue with a coin flip.

[Guest Who's Coming to Dinner]

So, to clarify, "the preceding meeting" (RONR [11th ed.], p.121, l.29) refers to either a regular or special meeting that occurs within a quarterly time interval?

[Dan Honemann]

12 hours ago, Guest Who's Coming to Dinner said:

So, to clarify, "the preceding meeting" (RONR [11th ed.], p.121, l.29) refers to either a regular or special meeting that occurs within a quarterly time interval?

Well, yes, but I don't think it is quite so clear-cut. For example, if the member in the instant case had given notice at the January meeting of his intention to move to rescind Standing Rule X at the next meeting (see, e.g., p. 123, ll. 12-14), the intervention of the special meeting (called for some other purpose) would have no effect on the effectiveness of the notice given, and a motion made at the February meeting to rescind Standing Rule X will require only a majority vote for its adoption.

[George Mervosh]

On 3/4/2017 at 3:12 PM, Daniel H. Honemann said:

 Among other things, I just don't think that giving "previous notice" constitutes transacting business in the sense contemplated by what is said on page 93, lines 3-4.

Actually, I flipped a coin, heads for yes and tails for no, and it came up heads. 

Can I borrow your coin since mine apparently has tails on both sides?     

[Shmuel Gerber]

On 3/4/2017 at 3:12 PM, Daniel H. Honemann said:

Yes, I'm assuming that nothing about any of this was included in the call of the special meeting, but no, I wasn't thinking particularly about what is said at the top of page 92 (or at the top of p. 122 either for that matter). Among other things, I just don't think that giving "previous notice" constitutes transacting business in the sense contemplated by what is said on page 93, lines 3-4.

Actually, I flipped a coin, heads for yes and tails for no, and it came up heads. 

Well, my (imaginary) coin agrees with George's. :-)

I think the situation is very much akin to a meeting at which there is no quorum. If a previous notice given at a special meeting has nothing to do with the stated purpose or purposes of the meeting, then I don't think it should have any effect on the business at the next regular meeting. The call of a special meeting is basically a guarantee to the members who are not interested in the stated subject(s) of the meeting that they will not lose anything by not attending, and in this case what they would lose is receiving in a timely manner the information provided by the notice.

I'm not saying there cannot ever be circumstances in which something unexpected will validly take place at a special meeting (for example, expelling a member who misbehaves at the meeting), but I don't think giving previous notice is among them.

On the other hand, if the previous notice is related to the stated subject of the special meeting, then I agree it would be valid. For example, a member might give previous notice of a motion to rescind a motion that was adopted at the meeting.

Of course, I would also advise against calling a special meeting for the sole purpose of providing previous notice of a motion to be made at the next regular meeting. :-)

[Kim Goldsworthy]

The purpose of a special meeting is to allow the member-at-home to make a decision:

"Based on the mailed notice I got, shall I choose to attend the special meeting which is handling Subject X?"

The notice, if done correctly, will likely motivate members to miss the special meeting, if they have no interest in the Subject X.

Since that may be true for an unpredictable number of members, I don't see how another member can properly give notice on a wholly-unrelated topic (non-X), inside a special meeting, which was called for X alone.

So, I am of the opinion:
"No, you cannot give notice in a special meeting, except where the notice is directly related to the notice given for the special meeting."

***

Consider the scenario:

Come the next regular meeting, the members who brushed-off the special meeting would be duly surprised to be told that notice for Subject Y had been given, even though 0% of the membership got anything in the mail regarding Subject Y.

If the notice did not come orally in the prior regular meeting, and if the notice did not come in the call-to-meeting mailed to all members, then how could the average rank-and-file member possibly learn of this notice, prior to the meeting hour?

It wouldn't be fair.

[Dan Honemann]

It seems that there may be some confusion as to what persons the rules in RONR concerning previous notice of motions are designed to protect, and what it is that they are protected against. There is a substantial difference between the giving of notice of intent to make a motion and the making of that motion.

There is no requirement in RONR that notice of intent to make a motion be given to all members. The only requirement is that the notice be given to the members who are present at a meeting at which a quorum is present. Nowhere in RONR does it say that this meeting must be a regular meeting, and if an organization wants to ensure that notice must be given at a regular meeting (or that it must be given in writing), it seems reasonably clear to me that it must adopt its own rule specifically saying so (see, e.g., p. 588, ll. 13-16).

The rules in RONR are not designed to protect members who are absent from a quorate meeting, whether it be a regular or special meeting, from previous notice (as defined in RONR) being given in their absence. Notice may be given at a meeting of a multi-meeting session that a motion will be made at the next meeting, and that motion may then be made, considered, and voted on at the next meeting during that session, even if that meeting is on the same day. No meaningful protection whatsoever is afforded absentees. The only thing that absent members are protected against is any such motion being introduced at the next meeting if the multi-meeting session is a special session and the motion for which notice is given does not relate to business mentioned in the call.

It may well be that the rule should be that previous notice can only be given at a regular meeting, but it seems fairly clear to me that this is not now the rule. The only thing that I am certain of, however, is that I have found no clear-cut answer in RONR (or anywhere else, for that matter) to the question originally asked in this thread.

[George Mervosh]

1 hour ago, Daniel H. Honemann said:

It seems that there may be some confusion as to what persons the rules in RONR concerning previous notice of motions are designed to protect, and what it is that they are protected against. There is a substantial difference between the giving of notice of intent to make a motion and the making of that motion.

There is no requirement in RONR that notice of intent to make a motion be given to all members. The only requirement is that the notice be given to the members who are present at a meeting at which a quorum is present. Nowhere in RONR does it say that this meeting must be a regular meeting, and if an organization wants to ensure that notice must be given at a regular meeting (or that it must be given in writing), it seems reasonably clear to me that it must adopt its own rule specifically saying so (see, e.g., p. 588, ll. 13-16).

The rules in RONR are not designed to protect members who are absent from a quorate meeting, whether it be a regular or special meeting, from previous notice (as defined in RONR) being given in their absence. Notice may be given at a meeting of a multi-meeting session that a motion will be made at the next meeting, and that motion may then be made, considered, and voted on at the next meeting during that session, even if that meeting is on the same day. No meaningful protection whatsoever is afforded absentees. The only thing that absent members are protected against is any such motion being introduced at the next meeting if the multi-meeting session is a special session and the motion for which notice is given does not relate to business mentioned in the call.

It may well be that the rule should be that previous notice can only be given at a regular meeting, but it seems fairly clear to me that this is not now the rule. The only thing that I am certain of, however, is that I have found no clear-cut answer in RONR (or anywhere else, for that matter) to the question originally asked in this thread.

Members who  miss a regular meeting, even ones with multiple meetings in a session are always rolling the dice when it comes to what they may miss - motions being adopted they don't care for, a member giving previous notice, etc.  However, the special meeting call allows them to know exactly what they'll be missing if they choose not to attend because a fair reading of the rules state that no business can be transacted that is not part of the call, or related to the business in the call, or related to the behavior of members in a meeting.  

I also believe when members read the rule  which states notice can be given at  "the preceding meeting", p.121, l. 29, their understanding is that it means the preceding regular meeting.  I think that's a fair reading of the rule as it's now stated, but as you have explained it might not be so clear cut. My coin still has tails on both sides.

[Dan Honemann]

15 minutes ago, George Mervosh said:

Members who  miss a regular meeting, even ones with multiple meetings in a session are always rolling the dice when it comes to what they may miss - motions being adopted they don't care for, a member giving previous notice, etc.  However, the special meeting call allows them to know exactly what they'll be missing if they choose not to attend because a fair reading of the rules state that no business can be transacted that is not part of the call, or related to the business in the call, or related to the behavior of members in a meeting.  

The trouble with this argument is that I think it's reasonably clear that giving notice is not transacting business within the meaning of what is said on pages 121-124, which is the reason why the reference to giving notice had to be tacked on to the end of that sentence on page 348, lines 14-16, which had already referred to the prohibition against transacting business.

 

26 minutes ago, George Mervosh said:

I also believe when members read the rule  which states notice can be given at  "the preceding meeting", p.121, l. 29, their understanding is that it means the preceding regular meeting.  I think that's a fair reading of the rule as it's now stated, but as you have explained it might not be so clear cut. My coin still has tails on both sides.

Well, if one wants to refer to the preceding regular meeting it's very easy to do so, but RONR does not do so in any of the places (and there are quite a few of them) where it refers to the preceding meeting (and not the preceding regular meeting) in this connection.

But all of this has been said before, apparently to no avail, so I guess I ought to stop repeating stuff.

 

 

[Shmuel Gerber]

4 hours ago, Daniel H. Honemann said:

It seems that there may be some confusion as to what persons the rules in RONR concerning previous notice of motions are designed to protect, and what it is that they are protected against. There is a substantial difference between the giving of notice of intent to make a motion and the making of that motion.

There is no requirement in RONR that notice of intent to make a motion be given to all members. The only requirement is that the notice be given to the members who are present at a meeting at which a quorum is present. Nowhere in RONR does it say that this meeting must be a regular meeting, and if an organization wants to ensure that notice must be given at a regular meeting (or that it must be given in writing), it seems reasonably clear to me that it must adopt its own rule specifically saying so (see, e.g., p. 588, ll. 13-16).

I'm not confused. George, are you confused?

I don't think that notice can be given only at a regular meeting, but I do think that notice can be given at a special meeting only on matters relating to the purpose of the meeting.

2 hours ago, George Mervosh said:

Members who  miss a regular meeting, even ones with multiple meetings in a session are always rolling the dice when it comes to what they may miss - motions being adopted they don't care for, a member giving previous notice, etc.  However, the special meeting call allows them to know exactly what they'll be missing if they choose not to attend because a fair reading of the rules state that no business can be transacted that is not part of the call, or related to the business in the call, or related to the behavior of members in a meeting.

 

2 hours ago, Daniel H. Honemann said:

The trouble with this argument is that I think it's reasonably clear that giving notice is not transacting business within the meaning of what is said on pages 121-124, which is the reason why the reference to giving notice had to be tacked on to the end of that sentence on page 348, lines 14-16, which had already referred to the prohibition against transacting business.

I agree with George, and I'm actually surprised that this is Dan's view of the meaning of "transacting business." I think the reason that extra bit about giving notice in the absence of a quorum is tacked on is precisely to repudiate the notion that giving notice does not constitute the transaction of business within the meaning of the rules relating to quorum, and I think the same (meaning the opposite) is true for the rules relating to special meetings.

However, I have not actually yet tried flipping a real coin to settle the matter, so maybe my views will change.

[Kim Goldsworthy]

I think page 91 (regular meetings) and page 91 (special meetings) makes clear that only regular meetings allow for transaction of business for the organization regarding notices.

Quote

Any business that falls within the objects of the society as
defined in its bylaws (or, in the case of a board, any business
within the authority of the board) can be transacted at any
regular meeting (provided that the parliamentary rules relat-
ing to action already taken, or to matters not finally disposed
of and remaining within the control of the assembly, are com-
plied with in cases where they apply; compare pp. 110–13;
see also 35 and 38).

Page 91 continues with special meetings.

Quote

A special meeting (or called meeting) is a separate session
of a society held at a time different from that of any regular
meeting, and convened only to consider one or more items
of business specified in the call of the meeting.

Since the act of giving notice is indeed "business to be transacted" with a quorum present, then a special meeting cannot entertain items not in the official call-to-meeting.

Things like "the chair announcing his appointments to committee C", or "a member (and seconder) moving to Reconsider and Enter on the Minutes", nonetheless, is true business of the organization, and is transacted by (a.) being orally announced, and (b.) acted on with a quorum present.

It is business. It needs a quorum. It goes in the minutes. It is official. It is a transaction.

***

If the mailed call-to-meeting for the special meeting includes such an item (e.g., "That notice is to be given regarding X"), then notice can be given in the special meeting.

The member at home who chooses to forego the special meeting regarding subject X, will be suitably informed that the next regular meeting will see a motion introducing subject Z, and the motion of Z can be adopted by majority vote, accordingly.

Page 91 limits business very strictly for special meetings. -- If no mailed notice exists on subject Z, then you cannot give notice on surprise unanticipated subject Z, in that special meeting.