Rules for Special Meetings called by Members

[Guest Corrie]

If Members sign a petition and submit it to the Board to call for a meeting of the Membership in a coop and the petition contains motions that are to be discussed at the meeting, can the wording of the motions be changed and new motions added to the agenda that is distributed for the meeting.  This petition also called for removal of board directors named individually.  New names were also added and some deleted from the original petition.   Is this right?

[J. J.]

It will ultimately depend on you bylaws,

In general, only business mentioned in the call can be conducted. 

[Guest Corrie]

If the petition was signed by the required number of Members based on the motion in the petition, do they not need to agree in writing to changes that were made to the motion presented on the agenda or additional motions?

[Josh Martin]

12 hours ago, Guest Corrie said:

If the petition was signed by the required number of Members based on the motion in the petition, do they not need to agree in writing to changes that were made to the motion presented on the agenda or additional motions?

If the bylaws provide that the method for calling a special meeting is by a petition signed by a minimum number of members, then it would seem to me that any changes to the call would also need to be agreed to by a petition signed by the required number of members. It should be noted, however, that the exact wording of the motion(s) need not be included in the call, nor is it required that all those in favor of calling the special meeting agree upon the exact wording of the motion(s) to be considered at the meeting. Such details can be worked out at the meeting. To the extent that the change in wording went beyond the scope of the original call, agreement would be required. Agreement would certainly be required for new motions or for the addition of additional board members to be removed.

Additionally, the bylaws presumably also require a certain minimum amount of notice for a special meeting. After that time has passed, no changes could be made to the call regardless of how many people agree. Instead, if it is desired to consider additional items before the next regular meeting, a new special meeting would need to be called.

Edited May 26, 2020 at 02:56 PM by Josh Martin

[Guest Corrie]

Is there a specific format which would be used by a director who is named in the resolution to formally oppose the resolution to the Board?

 

[Josh Martin]

11 minutes ago, Guest Corrie said:

Is there a specific format which would be used by a director who is named in the resolution to formally oppose the resolution to the Board?

Given the discussion so far, I am not entirely certain what is meant by "formally oppose" in this context. If what is meant is that the director believes that the resolution is out of order (because the director in question was not named in the call, or for some other reason), then the appropriate course of action would be for him to raise a Point of Order to this effect, followed by an Appeal if necessary. If what is meant is that the director acknowledges that the resolution is in order but opposes it on the merits, he can speak in debate against it.

In any event, since the resolution is being considered at a meeting of the membership, he should express his opposition to the membership, at the meeting. The board can't do anything about it, so there's not much point in expressing this opposition to the board (formally or otherwise).

Edited May 26, 2020 at 05:55 PM by Josh Martin

[Guest Corrie]

I appreciate your help with this.  So if the Board Members listed in the original call (petition) were changed, and if additional motions were added that were not relative to the motions presented in the petition, then the Board Member would call a Point of Order and explain the reasons.  What then would be the proper procedure for the chair to follow if this opposition was substantiated?  Are the motions void?  Does a new meeting need to be called?

 

[Josh Martin]

1 hour ago, Guest Corrie said:

So if the Board Members listed in the original call (petition) were changed, and if additional motions were added that were not relative to the motions presented in the petition, then the Board Member would call a Point of Order and explain the reasons. 

Yes, that is the correct procedure.

1 hour ago, Guest Corrie said:

What then would be the proper procedure for the chair to follow if this opposition was substantiated?

The chairman would rule the point "well taken," meaning he agrees with it, and explain his reasoning. This ruling is subject to appeal (requiring one member to make the appeal and one to second it), which places the decision in the hands of the assembly. After debate, the question is stated as "Shall the decision of the chair be sustained?" A majority vote in the negative is required to overturn the chair's ruling.

1 hour ago, Guest Corrie said:

Are the motions void?

Assuming that the motions are ruled null and void by the chairman, and this ruling is not appealed from (or the ruling is sustained on appeal), yes.

Motions which were included in the original call, including those related to the removal of board members (assuming any other relevant rules on that matter were followed) can still proceed.

1 hour ago, Guest Corrie said:

Does a new meeting need to be called?

If it is desired to act on those items, it will be necessary either to call a new special meeting (and include those items in the call) or wait until the next regular meeting.

[Guest Dazed and Confused]

This is very rare, so need some guidance. Bylaws require a specific number of members, having sent a letter with signature to president, to force a meeting.

As secretary, I have questions.

1. Do the minutes need to include those original member rdemand letters? Or do members accept that the president received the bylaws' required sufficient number of demand letters. President mentioned sufficient letters received to force a meeting, but ay the onset of meeting, no motion made, so not sure if of the process that lead to meeting must be included as part of the minutes.

If yes, Do we only need to include total number or actual signatures (required by bylaws to call meeting), or perhaps only listing names of members who sent bylaws required letter to call the meeting.

2. If yes and president prefers not to include, is it sufficient just to include in minutes' title  "member-called for" special meeting. 

Thanks.

[Gary Novosielski]

On 5/25/2020 at 8:10 PM, Guest Corrie said:

If Members sign a petition and submit it to the Board to call for a meeting of the Membership in a coop and the petition contains motions that are to be discussed at the meeting, can the wording of the motions be changed and new motions added to the agenda that is distributed for the meeting.  This petition also called for removal of board directors named individually.  New names were also added and some deleted from the original petition.   Is this right?

No, it's not, unless you have some very strange rules allowing it.  The call should describe the business that those making the request have stated.  It'd not strictly necessary to use the exact words, but the business should be described specifically.

Quote

9:16
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. When a main motion related to business specified in the call of a special meeting is pending, it is as fully open to germane amendment as if it had been moved at a regular meeting.

Also it's quite odd to be submitting the petition to the Board.  Are you sure that's what your bylaws say?  

[Josh Martin]

I would first note that it is generally recommended to post a new question as a new topic on this forum, rather than adding to an existing topic.

On 1/12/2023 at 10:37 PM, Guest Dazed and Confused said:

Do the minutes need to include those original member rdemand letters?

No.

On 1/12/2023 at 10:37 PM, Guest Dazed and Confused said:

Or do members accept that the president received the bylaws' required sufficient number of demand letters.

I suppose it's ultimately up to the members what they accept. Generally, my experience is that such a statement is taken at face value.

To the extent that members, for whatever reason, do not believe the President's statement that the required number of letters was received, then I suppose the assembly is free to adopt a motion requiring that the letters be made available for inspection so this can be verified.

In any event, however, there is no need for the minutes to contain the names of the members requesting the special meeting, let alone for the minutes to contain the actual letters.

On 1/12/2023 at 10:37 PM, Guest Dazed and Confused said:

If yes, Do we only need to include total number or actual signatures (required by bylaws to call meeting), or perhaps only listing names of members who sent bylaws required letter to call the meeting.

None of the above should be included in the minutes.

On 1/12/2023 at 10:37 PM, Guest Dazed and Confused said:

2. If yes and president prefers not to include, is it sufficient just to include in minutes' title  "member-called for" special meeting. 

I don't think even this much information is required. The minutes should certainly note the fact that the meeting in question is a special meeting, but I see no reason why the minutes need to include the details of how the meeting was called.

On 1/13/2023 at 12:36 AM, Gary Novosielski said:

No, it's not, unless you have some very strange rules allowing it.  The call should describe the business that those making the request have stated.  It'd not strictly necessary to use the exact words, but the business should be described specifically.

Also it's quite odd to be submitting the petition to the Board.  Are you sure that's what your bylaws say?  

The original post is over two years old, so I expect the OP has moved on at this point.

Edited January 13, 2023 at 05:50 PM by Josh Martin

[Gary Novosielski]

On 1/13/2023 at 12:49 PM, Josh Martin said:

The original post is over two years old, so I expect the OP has moved on at this point.

I expect you are correct.  I should'a been more aware at 1:30 in the morning.  

Should'a could'a would'a; diïn't.