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Guest Tamera

Do you have to post the agenda before a special meeting?

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Guest Tamera

This is a special meeting of the entire membership. It was called two weeks ago. Requests have been made for a copy of the agenda repeatedly.  Meeting is tomorrow, still no agenda.

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If, as is supposed to happen, the matter(s) to be bought up, in motions, were sent around with the call for the meeting, then those descriptions of the matters, ARE the agenda.  Nothing else can be (properly) brought up.

If the details of why there is a special meeting were not spelled out, then the entire meeting is improper.  See p. 91.

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I agree with Dr. Stackpole.  If members have not been properly advised of the purpose of the meeting, the entire meeting is likely improper and any action taken void.  And if your bylaws do not authorize special meetings, they cannot be held at all. 

Here are two key paragraphs from RONR about special meetings.  Note:  any requirements in your bylaws trump the rules in RONR and will control.  The notice must meet the requirements spelled out in your bylaws, if any. 

From pages 91-92:

"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. The reason for special [page 92] meetings is to deal with matters that may arise between regular meetings and that require action by the society before the next regular meeting, or to dedicate an entire session to one or more particular matters.* As in the case of a regular meeting, the session of a special meeting in an ordinary society is normally concluded in a single meeting, unless the assembly at the special meeting schedules an adjourned meeting (see below).
Special meetings can properly be called only (a) as authorized in the bylaws (see p. 576); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures
"

And more from page 93:

"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. If, at a special meeting, action is taken relating to business not mentioned in the call, that action, to become valid, must be ratified (see pp. 124–25) by the organization at a regular meeting (or at another special meeting properly called for that purpose)."

It is important that supplying an "agenda" prior to or at the meeting does not satisfy the requirement that the time, place and purpose of the meeting be clearly spelled out in the "call of the meeting"... the meeting notice itself, not in an agenda supplied later.

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13 hours ago, Guest Tamera said:

This is a special meeting of the entire membership. It was called two weeks ago. Requests have been made for a copy of the agenda repeatedly.  Meeting is tomorrow, still no agenda.

A special meeting is called for consideration of specific items of business, which must be specified in the call. If they were not, the special meeting is invalid.

An agenda is simply the order in which the assembly is to conduct its business. Since a special meeting is often called for the sole purpose of considering a single item of business, an agenda is generally unnecessary. In the unlikely event that an agenda is needed for a special meeting, however, it would be adopted by the assembly itself, at the meeting.

Edited by Josh Martin

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19 hours ago, Guest Tamera said:

This is a special meeting of the entire membership. It was called two weeks ago. Requests have been made for a copy of the agenda repeatedly.  Meeting is tomorrow, still no agenda.

Not really an agenda, but the call (announcement notice) of a special meeting must include a specific description of the business to be considered at that meeting.  Any business that was not listed in the call may not be discussed at all.

So if the members were not informed, virtually no motions will be allowed at that meeting except to adjourn.  Any action taken would be null and void.

Also, special meetings may only be called as provided in the bylaws, so it may be that this meeting is not valid in the first place.

Edited by Gary Novosielski
typos

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