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Special meetings/elections


Guest Guest - april
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Guest Guest - april

By laws currently read that to call a special meeting we must give 3 days prior notice (most members are in town or close by).  It was to elect a new president that was removed by the body.  Postcards were sent out, election was held and a week later a few members complained that they did not receive proper notice of the special meeting.  How should this be handled?

 

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When notice is required, the requirement is to give or send the notice, using a permitted procedure. It is not required that notice be received. The question is, since you must give notice 3 days before, did you mail the postcards at a time reasonably calculated to have them in people's hands 3 days before the meeting?

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Well, the first is a bylaw interpretation question, which means only your organization can decide if it was properly followed, by someone making a point of order at a meeting, followed by an appeal after the chair rules. The second is arguably one also, but I think it is clear, at least, that any time after the meeting does not count as before the meeting, so if the meeting is held at 1pm, then the day can only count for, at most, 13 hours, although that's not the best answer when noticed is mailed. It's probably a bylaws interpretation question, but I would say that day does not count when using the mail. My personal opinion is also that Sunday does count, presuming it says days and nothing else.

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So, if we are not counting Sunday or the day of the meeting then 3 days was not given.  How would we then proceed?  Do we do another election because the procedure was not followed or can we ratify the election results at a regular meeting?  

 

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A body can only ratify such actions as it would have been permitted to take in the first instance. In my opinion, since the body would not be permitted to hold an election absent a properly-called meeting in the first place, it cannot ratify the action of holding such an election. Therefore, a point of order should be raised at a meeting, and if it is well-taken (either by the chair or by the assembly on appeal), the election should be nullified and a new election held. That will either make the positions vacant until the election, or, depending on the wording of your bylaws, put the prior officeholders back in if their successors have not, in fact, been elected (if "until their successors..." language appears in your bylaws). But stay tuned for other answers.

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So if I'm reading this right, basically don't take any action unless it is brought up at a regular meeting by someone.  Up until this point it is only a couple people (who can't vote either way) complaining about not getting a notice in time.  

We considered calling a special meeting to redo the election but sounds like thatnis unnecessary.

Is there a time limit that they are able to contest the election?  For example, would they be able to do a point of order in six months and challenge the procedure followed for the election?

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Violations of the bylaws are continuing breaches. A point of order can be raised so long as the individuals "elected" remain in office.

It seems you're asking (assuming a violation took place, which is not entirely clear to me and is a matter of interpretation anyway) if it's okay to just ignore it until there's an objection. In some sense, sure, but in another sense, no, you're supposed to follow the rules. Again, though, it isn't about if people received their notice on time - if someone's mail is delayed, that doesn't invalidate the election. It's whether you mailed it in such a manner that it should have gotten there on time. It isn't clear to me if you did or did not - and the only way to decide is for a point of order to be raised, which can only happen at a meeting. Until then, you don't know if you broke the rules or not. Keep in mind that it takes only one person to raise a point of order, and two to appeal, so it doesn't matter how few people are talking about it, they can force it to be litigated (so long as there's more than one). But they can't force you to litigate it via phone calls and emails; rather, they have to do so at a meeting.  

Why can't the complaining people vote? If they are not members, they didn't require notice, and in any case can't raise points of order. 

I just realized I lost track of this thread at one point, and failed to respond to an issue in your initial post. When you removed your President, unless your bylaws say otherwise, your Vice President became President, and this meeting should have been replacing your Vice President. Since it was to fill a vacancy created by a removal, though, the discussion above about "until successors are elected" becomes less relevant (to this question - it's still relevant to the removal, but we're not talking about that).

One thing that comes out of that, though, is that, if it is expected that a point of order will be raised and might be well-taken, it would behoove the organization, prior to the meeting at which that could happen, to give notice that, should a vacancy arise at that meeting, an election will be held. Otherwise, you'll be left after that meeting without a (fill in the blank, given the discussion above about Vice President) whereas, with that notice, you can fill a vacancy should one arise.

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1 hour ago, Guest April said:

Depends, would you count Sunday's as a day and does the day of the meeting count as a day?

"Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the meeting but including the day the notice is sent." RONR, p. 92. ll. 22-25.

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