Special call to meeting

[John Giblin]

We have a call to a special meeting and we need to have to buy something over the limit of our board. The call is about a discuss of purchase of a needed lawn mower, the is nothing about having  a vote just a discussion, are by -laws state that we can only transacted as shall have been included in the notice of call. The notice say's nothing about a motion or a vote, just a discussion, would we be braking by-laws by making a motion even if it not in the call e-mail ??? Thanks John

Edited April 11, 2019 at 04:14 PM by John Giblin
should of checked before post

[Richard Brown]

26 minutes ago, John Giblin said:

We have a call to a special meeting and we need to have to buy something over the limit of our board. The call is about a discuss of purchase of a needed lawn mower, the is nothing about having  a vote just a discussion, are by -laws state that we can only transacted as shall have been included in the notice of call. The notice say's nothing about a motion or a vote, just a discussion, would we be braking by-laws by making a motion even if it not in the call e-mail ??? Thanks John

Please quote EXACTLY, word for word, what the call for the special meeting says about its purpose.  Don't paraphrase.  Also, don't be surprised if this post gets moved to the general discussion forum.  That is where it actually belongs.  This  section of the forum is actually for more advanced discussions among experienced parliamentarians.

[Josh Martin]

52 minutes ago, John Giblin said:

We have a call to a special meeting and we need to have to buy something over the limit of our board. The call is about a discuss of purchase of a needed lawn mower, the is nothing about having  a vote just a discussion, are by -laws state that we can only transacted as shall have been included in the notice of call. The notice say's nothing about a motion or a vote, just a discussion, would we be braking by-laws by making a motion even if it not in the call e-mail ??? Thanks John

I concur with Mr. Brown that a decision about whether a given call is valid will ultimately require a review of the exact wording used in the call, as well as the exact wording of what the bylaws say on this subject.

Generally speaking, however, my opinion is that a call which provides for discussion of a particular matter does not preclude making a motion or taking a vote regarding that matter, at least so far as RONR is concerned.

“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. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance.” (RONR, 11th ed., pg. 91)

In my view, the fact that the call refers to the purchase of a lawn mower satisfies the requirement that the call must specifically describe the subject matter of the motions or items of business to be brought up. Nothing in RONR suggests that the call must include all of the steps involved in the assembly’s consideration of the motion (such as making a motion, debate, and voting), or that which steps are in order may be limited by including such language in the call. RONR also notes that the exact content of the motion is not required.

“The requirement that business transacted at a special meeting be specified in the call should not be confused with a requirement that previous notice of a motion be given. Although the call of a special meeting must state the purpose of the meeting, it need not give the exact content of individual motions that will be considered.” (RONR, 11th ed., pg. 93)

So generally, I would say that a call such as the one you describe is sufficient for the assembly to make a motion, discuss, and vote on the purchase of a lawnmower - and, if necessary to consider other motions related to that purpose or to the call of the meeting.

“The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting.” (RONR, 11th ed., pg. 93)

[John Giblin]

1 hour ago, Richard Brown said:

Please quote EXACTLY, word for word, what the call for the special meeting says about its purpose.  Don't paraphrase.  Also, don't be surprised if this post gets moved to the general discussion forum.  That is where it actually belongs.  This  section of the forum is actually for more advanced discussions among experienced parliamentarians.

ICR Office

Mon, Apr 8, 2:26 PM (3 days ago)

 

to Indian

 

 

 

 

 

Just a quick reminder!

 

 

 

 

 

March 19, 2019

 

Dear Member,

The President of the Board of Directors, Judy Temper, would like to schedule a Special

Membership Meeting on Sunday, April 14, 2019 at 1:00 p.m. to discuss the possibility of

purchasing a new riding lawn mower for the campground. Please mark your calendars

accordingly. If you have any questions, please do not hesitate to contact the Office.

Sincerely yours,

 

Kathleen Wilson

Secretary

 

 

[John Giblin]

rule # of by-laws state that " At such special meetings , no business shall be transacted expect as shall have been included in the notice of call "  That's what it says in the by-laws .

[Richard Brown]

2 minutes ago, John Giblin said:

. . . "to discuss the possibility of purchasing a new riding lawn mower for the campground."

Based on that language in the notice (or call) of the special meeting, I agree with Josh Martin that a vote on a motion to purchase the lawn mower was probably in order.

I do think it would have been better for the notice to have said that a motion to purchase the lawn mower would be considered, but I don't think saying that is necessary.

[Richard Brown]

Supplement to my answer immediately above since the system won't let me edit the post:

If a member objects to the assembly actually acting on a motion to purchase the lawn mower, a member may raise a point of order once the motion is made that a motion to actually purchase the lawnmower is out of order as it exceeds the scope of the notice.  The chair would rule whether the point of order is well taken.  His ruling can then be appealed to the assembly.  It requires a majority vote to overrule the decision of the chair.

[Josh Martin]

3 hours ago, John Giblin said:

rule # of by-laws state that " At such special meetings , no business shall be transacted expect as shall have been included in the notice of call "  That's what it says in the by-laws .

Based on these additional facts, I stand by my previous response. I do not think the words “discuss the possibility,” in and of themselves, suggest in any way that the assembly is precluded from considering and voting on a main motion on the subject “of purchasing a new riding lawn mower for the campground.” I think most reasonable persons will understand that this is in order, and therefore, the notice fairly informs members of the business to be considered.

The language in the bylaws is substantially similar to that in RONR, and provides only that “no business shall be transacted expect as shall have been included in the notice of call,” and therefore does not change my previous response. The business of “purchasing a new riding lawn mower for the campground” is included in the call.

[Gary Novosielski]

10 hours ago, Richard Brown said:

Supplement to my answer immediately above since the system won't let me edit the post:

If a member objects to the assembly actually acting on a motion to purchase the lawn mower, a member may raise a point of order once the motion is made that a motion to actually purchase the lawnmower is out of order as it exceeds the scope of the notice.  The chair would rule whether the point of order is well taken.  His ruling can then be appealed to the assembly.  It requires a majority vote to overrule the decision of the chair.

I think the use of the phrase "scope of the notice" tends to confuse the requirement that the business to be transacted at a special meeting must be described in the call with the requirement that certain motions require previous notice of what motions will be moved, and which can sometimes (but not always) create "scope" issues.

I agree that a point of order can be raised as you said but I would phrase it as "out of order, as the description in the call of this meeting specified "discussion" of this matter, not voting on it."

However, I agree with you and Mr. Martin on the substance, and would likely rule that such a point was not well taken.

[Shmuel Gerber]

On 4/11/2019 at 1:54 PM, John Giblin said:

The President of the Board of Directors, Judy Temper, would like to schedule a Special Membership Meeting …

OK, but has she done so? 😀

[Drake Savory]

Here's my thought.  In order to discuss (debate) at a meeting, you need a motion first such as, "I move that Bill purchase the GrassMaster 6000 not exceeding $650 including tax."  If there is a motion on the floor then the assembly can vote on it?  If a discussion is all that's wanted, then it should be handled as a committee of the whole where the vote is non-binding on the assembly and a member is allowed to debate an unlimited number of times.

[Josh Martin]

2 hours ago, Drake Savory said:

If there is a motion on the floor then the assembly can vote on it?

Yes.

2 hours ago, Drake Savory said:

If a discussion is all that's wanted, then it should be handled as a committee of the whole where the vote is non-binding on the assembly and a member is allowed to debate an unlimited number of times.

If a discussion is all that is wanted, the people who called the special meeting should apologize for wasting everyone’s time and save the discussion for the next regular meeting. It may well be that there is an urgent need to purchase a lawnmower, but it is highly doubtful that there is an urgent need to merely talk about doing so.

Edited April 15, 2019 at 06:20 PM by Josh Martin