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Mark Apodaca

Emergency Board Meeting

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Would you interpret an emergency board meeting to be the same as a special board meeting?  I am aware that RONR states that if the bylaws do not mention special board meeting then the board cannot have a special board meeting.  But how are emergency board meetings handled?  The word "emergency" is not even listed in RONR, not to my reading the book.

An association called for an emergency board meeting because an attorney wanted to meet.  The board met and a couple of motions were made.  The board, during the next regular board meeting, ratified the motions.

Your thoughts?

Mark

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The word emergency appears three times in the text, twice referring to an emergency adjournment, and once with respect to expiring terms of officers.  Emergency meetings are not mentioned.  So, unless emergency meetings are covered in your bylaws, RONR treats any meeting called for a time not that of a regular meeting as a special meeting.

And without a bylaws provision special meetings, emergency meetings, or whatever you call them, are not allowed.  Any decisions reached at such a "meeting" would be null and void.

Ratifying the decisions at the next board meeting would be in order, within the rules of §10 regarding ratification, particularly that an assembly can ratify only those actions that it would have had the authority to authorize in advance.

 

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10 hours ago, Mark Apodaca said:

Would you interpret an emergency board meeting to be the same as a special board meeting? 

Yes.

10 hours ago, Mark Apodaca said:

But how are emergency board meetings handled? 

The same as a special meeting.

“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.” (RONR, 11th ed., pg. 91)

10 hours ago, Mark Apodaca said:

An association called for an emergency board meeting because an attorney wanted to meet.  The board met and a couple of motions were made.  The board, during the next regular board meeting, ratified the motions.

If the board ratified the motions, it seems the board was aware that its “emergency meeting” was not proper. (If it had been, there would be no need to ratify the actions.) Since the actions have now been ratified at a regular board meeting, however, it’s taken care of.

It may be prudent in the future to amend the bylaws to provide for special board meetings.

Edited by Josh Martin

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Was this a properly called meeting?  I still can't tell from the facts, and as we've learned here, ratifying an action taken at a meeting that is not properly called to begin with is not proper.

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1 hour ago, George Mervosh said:

Was this a properly called meeting?  I still can't tell from the facts, and as we've learned here, ratifying an action taken at a meeting that is not properly called to begin with is not proper.

I agree and was thinking exactly the same thing as I was reading the last part of the response by Mr. Martin.

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2 hours ago, George Mervosh said:

Was this a properly called meeting?  I still can't tell from the facts, and as we've learned here, ratifying an action taken at a meeting that is not properly called to begin with is not proper.

Yes, I agree that as a technical matter, the board may not ratify motions adopted at a meeting which was not properly called.

The board can, however, ratify actions taken by officers to carry out the motions adopted.

Additionally, the board can also adopt a new main motion on the subject. If the only error here was that the motion was improperly made as a motion to Ratify rather than an ordinary main motion, I do not think this is a continuing breach.

Edited by Josh Martin

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The "emergency" board meeting was called at the last minute to meet with the attorney.  The President called for the meeting because he wanted the association to hire an attorney and felt he needed board approval.  They had a regular board meeting scheduled for the next day.

 

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26 minutes ago, Mark Apodaca said:

The "emergency" board meeting was called at the last minute to meet with the attorney.  The President called for the meeting because he wanted the association to hire an attorney and felt he needed board approval.  They had a regular board meeting scheduled for the next day.

Okay, but what, if anything, do the bylaws say about special meetings?

Edited by Josh Martin

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15 minutes ago, Mark Apodaca said:

There is not an article or section on special meetings.

Okay, then special meetings cannot be called, and the meeting was improper. Since the board has now ratified the President’s actions at a regular meeting, however, the actions are now properly authorized by the board. 

Edited by Josh Martin

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36 minutes ago, Mark Apodaca said:

Josh,

Is there anything in RONR covering this?

Mark

“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, for purposes of conducting a trial and determining a punishment (see footnote, p. 661).” (RONR, 11th ed., pg. 92)

“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. Cases where the procedure of ratification is applicable include: 
• action improperly taken at a regular or properly called meeting at which no quorum was present; 
• action taken at a special meeting with regard to business not mentioned in the call of that meeting; 
• action taken by officers, committees, delegates, or subordinate bodies in excess of their instructions or authority; 
• action taken by a local unit that requires approval of the state or national organization; or 
• action taken by a state or national society subject to approval by its constituent units.” (RONR, 11th ed., pgs. 124-125)

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