Special meetings

[Guest SMKI2]

Per our Bylaws:

Special Meetings of the Board may be called for a specific purpose, requiring consideration before the next regular Board Meeting. The Chair, or a minimum of two (2) Board members, may call a Special Meeting of the Board. Agenda and notice of such meeting shall be publicly posted at least twenty-four (24) hours before the scheduled meeting date. Such notice shall state the reasons for such a meeting, the specific business to be transacted at the meeting and the time and place of the meeting.

Situation in question:

The Board Chair has called a Special meeting for the following purpose: 

"... to dispense with our unfinished business and start March with a clean slate." 

The items on the agenda are from the past several months and none of them are time-sensitive. Rather, the meeting is to make up for the Board Chair's inability to set an appropriate agenda and lead a productive meeting. 

When I have brought up my concerns to the Chair and entire Board via email that the Special meeting provision in our bylaws is not being used appropriately, the Chair has simply ignored my email and not responded. Other Board members have reached out in support and several attempts in February to schedule a Special meeting feel through.

However, the Chair sent out an agenda yesterday for a Special meeting this Friday evening at 7 p.m. I guess he finally got a quorum.

What, if anything, can I do to stop the meeting, either before or during the meeting? 

I do plan to submit a Director's motion for the next regular Board meeting, which is Tuesday, March 10, to allow the Board to discuss and address this issue. However, I am concerned that the Board chair won't put my motion on the agenda. 

[Chris Harrison]

There really isn't anything you can do before the Special Meeting.  During the meeting it depends if you have a majority of Board members willing to back you up.  If you don't, you really don't have any parliamentary options available.  If you do have a majority of the Board members behind you two options you can take is to raise a Point of Order that the notice is insufficient because listing the purpose as "to dispense with our unfinished business and start March with a clean slate" is too vague given the Bylaws state the notice must contain "the specific business to be transacted at the meeting."  The Chair is supposed to rule and that ruling is subject to an Appeal.  You have expressed your concerns that the Chair may ignore your motions in which case you should read RONR pp. 650-653 which tells you how to take matters in your own hands if necessary.  Another option is as soon as the meeting is called to order you can move to Adjourn.

I suspect you will get better results with the first option because moving to Adjourn as soon as the meeting is started very likely will annoy the others who have taken time to attend the meeting.  I would also suggest you count the members at the meeting because if there isn't a quorum you can raise a Point of Order on that as well.

[Guest SMKI2]

To clarify, the agenda does list the business that will be attended to at the meeting. It's Old Business items that have appeared on the agenda of the regularly scheduled monthly Board meeting, some dating back to December. As I stated previously, nothing on the agenda can't wait until our next regular Board meeting, which will be 4 days after the Special meeting. The "clean slate" comment was in an email letting the Board know about the Special meeting, which also encouraged the Board members who hadn't responded to attend the meeting. 

[Chris Harrison]

55 minutes ago, Guest SMKI2 said:

To clarify, the agenda does list the business that will be attended to at the meeting. It's Old Business items that have appeared on the agenda of the regularly scheduled monthly Board meeting, some dating back to December.

I would argue that is still too vague.  The purpose of the notice requiring "the specific business to be transacted at the meeting" is so the members know exactly what business will be conducted at the meeting which allows them to decide whether they want to attend.  In my opinion for the notice to be sufficient it would need to list each and every item of business that falls under Unfinished Business.

[Guest SMKI2]

I have pasted an abridged copy of the agenda below. (I don't seem to be able to attach a file.) (Yes, the items are mis-numbered at the bottom.)

My contention is this isn't a Special meeting agenda. There are no time-sensitive items that can't wait 4 days until our next regular Board meeting.

And a follow-up question: How can I remove items from my committee and my Director's motion off this Special meeting agenda? Do have to show up and pull the items during Adoption of the agenda? Or can I send an email stating I can't attend and make the request that way?

Agenda
Special Meeting of the Board of Directors
Friday, March 6, 2020, at 7:00pm
* location*

1. Call to order
2. Roll call – Call of the roll and certification of a quorum
3. Public comment for items NOT on this agenda
4. Ex‐parte communications and conflicts‐of‐interest ‐ Each board member shall declare any exparte
communications or conflicts‐of‐interest pertaining to items on or related to this agenda.
5. Adoption of the agenda
6. Approval of minutes – None
7. Reports ‐ None
8. Special Orders ‐ None
9. Unfinished Business and General Orders
9.1 [POLICY][ELECTIONS & BYLAWS] Adjustment of Internal Boundaries – Discussion and
possible action regarding splitting one zone into two zones.
9.2 [POLICY][ELECTIONS & BYLAWS] Parliamentary Authority – Discussion and possible action
regarding establishing Robert’s Rules of Order, Newly Revised, 11th edition as the parliamentary
authority for MVCC.
9.3 [POLICY][PLUM][COMMUNITY PLAN] Arts District Designation ‐ Discussion and possible action
on the Arts District Designation.
9.4 [POLICY][T&I][GREAT STREETS] String Light Installation ‐ Discussion and possible Community
Impact Statement (CIS) regarding the String Light installation.
9.5 [POLICY][T&I][GREAT STREETS] Position Statement on Great Streets ‐ Discussion and possible
action regarding the current position on Great Streets .
9.6 [POLICY][T&I][GREAT STREETS] Pavement Mural Project ‐ Discussion and possible action
regarding the pavement mural project.
9.7 [ADMINISTRATIVE][XXXXXX] Establishment of an Ad‐Hoc Translation Committee ‐ Discussion and
possible action regarding establishment of an Ad‐Hoc Translation Committee and appointment of
leadership [Chair(s)/Co‐Chair(s)/Vice‐Chair(s)].
9.8 [FUNDING][XXXXX] Appropriation for Translation Services‐ Discussion and possible action
regarding an appropriation of up to $5,000 for FY2019‐2020 for the purpose of providing
translation services of documents into Spanish and other languages .
9.9 [POLICY][T&I] Longer Form Transportation Survey ‐ Discussion and possible motion
regarding an optional longer form Transportation survey.
9.10 [ADMINISTRATIVE][XXXXXX] Committee access to web postings and e‐mails ‐ Discussion and
possible regarding Standing Rules, Section 2 Communications, item 2.2.1
15. New Business ‐ None
16. Adjournment

[Richard Brown]

11 hours ago, Guest SMKI2 said:

Per our Bylaws:

Special Meetings of the Board may be called for a specific purpose, requiring consideration before the next regular Board Meeting

I think This is a matter of interpreting the organizations bylaws and that the quoted phrase is open for interpretation. If a member believes the items to be taken up at the special meeting do not meet that bylaw requirement, the member may raise a point of order. The chair should then rule on the point of order. The chair’s ruling may then be appealed to the board. It takes a majority vote to reverse the ruling of the chair.

So, ultimately, it is up to the assembly itself to determine if the special meeting is being properly held or if the items listed on the agenda may be properly taken up.

As to the agenda, if it is part of or attached to the notice of the special meeting and it seems reasonably clear to the average reader that those agenda items are the purpose of the meeting, it is my personal opinion that this is sufficient notice. Again, though,  A member may raise a point of order that it is not sufficient notice. Ultimately, the assembly (the board) will decide.

Edited March 4, 2020 at 08:32 PM by Richard Brown
Numerous typographical corrections due to using voice to text and what I guess is my Nrw Orlesms accent

[Atul Kapur]

I agree with Mr. Brown that the Point of Order should be about whether these items meet the standard of "requiring consideration before the next regular Board Meeting""

The notice appears adequate with the agenda comprising part of the notice.

[Shmuel Gerber]

Item 9.2 is obviously a matter of great importance that should be attended to immediately, if not sooner. 😀

[Gary Novosielski]

On 3/4/2020 at 9:27 AM, Chris Harrison said:

I would argue that is still too vague.  The purpose of the notice requiring "the specific business to be transacted at the meeting" is so the members know exactly what business will be conducted at the meeting which allows them to decide whether they want to attend.  In my opinion for the notice to be sufficient it would need to list each and every item of business that falls under Unfinished Business.

As I understand it, it seems that an agenda listing every item of business was distributed with the notice.

[Guest SMKI2]

UPDATE: So ironically, I had to call a Special meeting last Friday for an item with a deadline for this Monday. I got another Board member to be my second and piggybacked off the Special meeting previously called. 

I called the Chair to let him know what I was doing and we got into a heated discussion when he called back. He thinks I'm challenging his authority. After he calmed down, we found some common ground. But he also was trying to convince me to withdraw my Director's motion on a Board discussion regarding the use of Special meetings this upcoming Tuesday. I said no.

His Special meeting started at 7 PM and covered 5 of the 10 items on the agenda above. My Special meeting started at 8:15 PM and covered one time-sensitive item. We were done in 20 minutes. 

Unfortunately, the motion to switch from Rosenberg's Rules to Robert's Rules did not pass with a 2/3rds majority. Which is a shame because I'm referring to Robert's Rules all the time because Rosenberg's Rules really don't cover the issues that are coming up. 

I still think that the Chair is going to continue to use Special meetings to catch up on the items that aren't heard at the monthly regular board meeting. So unfortunately I still have my work cut out for me.

Thank you for all your advice. 

[Guest Joel]

A special meeting with a elected committee is present with a quorum. And the 

[Josh Martin]

3 hours ago, Guest Joel said:

A special meeting with a elected committee is present with a quorum. And the 

I suggest posting your question as a new topic, and when you do so, make sure to post the rest of it.