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Who can decide date/time/location of a special meeting?


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If special meetings called by the membership are permitted in the bylaws, who decides on the time/date/location of the special meeting? Can members do so (either in the motion at a meeting or in the wording of a petition for a special meeting)? Do the bylaws have to allow members to do so? And if so, is that wise? What if the board can't — or won't — make the arrangements to meet at that specific time or place?

 

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14 minutes ago, Louise said:

If special meetings called by the membership are permitted in the bylaws, who decides on the time/date/location of the special meeting? Can members do so (either in the motion at a meeting or in the wording of a petition for a special meeting)? Do the bylaws have to allow members to do so? And if so, is that wise? What if the board can't — or won't — make the arrangements to meet at that specific time or place?

 

What do your bylaws say?  Your bylaws  should provide for special meetings, including who may call them and the procedure to be followed.  If they aren't authorized in the bylaws, you can't have them.  You said the bylaws permit them, so presumably the bylaws say something about how they are called and who may call them.  Tell us what the bylaws say and maybe we can help you more.

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4 minutes ago, Richard Brown said:

What do your bylaws say?  Your bylaws  should provide for special meetings, including who may call them and the procedure to be followed.  If they aren't authorized in the bylaws, you can't have them.  You said the bylaws permit them, so presumably the bylaws say something about how they are called and who may call them.  Tell us what the bylaws say and maybe we can help you more.

Right now, special meetings of the general membership are allowed to be called by the president and/or the board, OR by way of a petition signed by X number of members. The bylaws do not say anything about the members being able to include the date/time/location of the meeting in the petition itself. 

As I understand it, our bylaws as written mean that a special meeting could not be called by way of motion at a member meeting. Am I mistaken?

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29 minutes ago, Louise said:

Right now, special meetings of the general membership are allowed to be called by the president and/or the board, OR by way of a petition signed by X number of members. The bylaws do not say anything about the members being able to include the date/time/location of the meeting in the petition itself. 

As I understand it, our bylaws as written mean that a special meeting could not be called by way of motion at a member meeting. Am I mistaken?

Yes, you understand correctly that the membership cannot call a special meeting by way of motion at a membership meeting (with one exception, which is to call a special meeting for the purpose of holding a trial as a part of formal disciplinary procedures, which I take it isn't the situation here). Other than the exception just mentioned, special meetings may only be called by the means specified in the bylaws, which you say is "by the president and/or the board, OR by way of a petition signed by X number of members."

It should be noted, however, that at a meeting of the membership (whether it is a regular meeting or a special meeting), the assembly does have the authority to establish an adjourned meeting, which is a continuation of the current meeting. This requires a majority vote, and the assembly is free to specify the time, date, and location of this meeting if it wishes to do so. In the alternative, it could delegate this authority by specifying that the adjourned meeting be held "at the call of the President" or "at the call of the Board."

As to the question of who determines the time, date, and location of a special meeting, that will require a careful review of the exact wording in the bylaws on this subject. For example, the sample bylaws in RONR say that "Special meetings may be called by the President or by the Executive Board and shall be called upon the written request of ten members of the Society." This wording doesn't actually give ten members of the Society to call a special meeting themselves. Instead, it means that if ten members of the Society request that a meeting be called, the meeting must be called by the President or by the Executive Board... but since they call the meeting, they still decide on the time, date, and location. Conceivably, however, a different society might authorize members to call the special meeting directly.

Back to your original questions...

55 minutes ago, Louise said:

If special meetings called by the membership are permitted in the bylaws, who decides on the time/date/location of the special meeting? Can members do so (either in the motion at a meeting or in the wording of a petition for a special meeting)?

See above.

55 minutes ago, Louise said:

Do the bylaws have to allow members to do so?

No.

55 minutes ago, Louise said:

And if so, is that wise?

That is up to the organization to decide.

55 minutes ago, Louise said:

What if the board can't — or won't — make the arrangements to meet at that specific time or place?

If the situation is that the board is required to call a special meeting upon request of the membership, but it is still the board that calls the meeting, the board would determine the specific time and place of the meeting.

On the other hand, if the meeting is actually called by the membership, and the board can't or won't make arrangements to meet at that specific time or place, this poses some problems. For starters, there will be practical problems with holding the meeting that is still technically called for the specified time and place. A suitable solution to this issue might be to have a few persons meet as close to the location as practical (for example, the parking lot) and then adopt a meeting to adjourn to another time and place (or to the call of the chair). In addition, disciplinary action might be appropriate if the board was refusing to make arrangements to meet at the specified time and place (rather than simply being unable to do so). Of course, the membership will have to use its best judgment. If a few members try to call for a special meeting in Tahiti, the members might forgive the board for finding another location more suitable to the society's budget. :)

As I think over these hypothetical cases, I think I see why the sample bylaws do not authorize ten members of the Society to call a special meeting directly.

Edited by Josh Martin
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Thank you to both of you.

I can see the issues with the bylaws allowing members to call special meetings directly as well. Since we recently had a situation where the board outright refused to call a special meeting when presented with a petition, we're just trying to figure out how to prevent that from happening again...

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20 minutes ago, Louise said:

Since we recently had a situation where the board outright refused to call a special meeting when presented with a petition, we're just trying to figure out how to prevent that from happening again...

Long term: Elect board members who are more likely to fulfill their duties.

Short term: You may want to initiate disciplinary action against the board members.

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23 minutes ago, Weldon Merritt said:

Long term: Elect board members who are more likely to fulfill their duties.

Short term: You may want to initiate disciplinary action against the board members.

Yeah. We are hopefully (and slowly) piecing things back together again. It's such a mess. You can have all of the rules (and laws) in the world, but if  you have a group that isn't interested in abiding by them...well, you end up with chaos. :(

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4 hours ago, Louise said:

Thank you to both of you.

I can see the issues with the bylaws allowing members to call special meetings directly as well. Since we recently had a situation where the board outright refused to call a special meeting when presented with a petition, we're just trying to figure out how to prevent that from happening again...

Thank you for these additional facts. Since you say that the bylaws provide that special meetings may be called "by the president and/or the board, OR by way of a petition signed by X number of members," if the required number of members signs a petition and the board refuses to call the meeting at all (rather than simply calling it at a different time or place than requested), then there is no doubt that this is highly improper, and the proper solution is to remove the board members responsible and replace them with members who will follow the bylaws.

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12 minutes ago, Josh Martin said:

Thank you for these additional facts. Since you say that the bylaws provide that special meetings may be called "by the president and/or the board, OR by way of a petition signed by X number of members," if the required number of members signs a petition and the board refuses to call the meeting at all (rather than simply calling it at a different time or place than requested), then there is no doubt that this is highly improper, and the proper solution is to remove the board members responsible and replace them with members who will follow the bylaws.

Yes, new board members were elected at our last AGM and others (who weren't yet up for election) have since resigned. Agreed that not calling the special meeting was highly improper (as were a number of other actions).

On the positive side, there was a large increase in the motivation levels of various members to run for the board and become involved. :)

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On 6/3/2020 at 4:45 PM, Louise said:

Thank you to both of you.

I can see the issues with the bylaws allowing members to call special meetings directly as well. Since we recently had a situation where the board outright refused to call a special meeting when presented with a petition, we're just trying to figure out how to prevent that from happening again...

There was a saying in an organization that I was a part of for several years, "You can tell the history of a chapter by reading its bylaws."  Far too often, the response to bad behavior is to try to legislate your way out of it.  As observed by others, abusers 'gonna abuse.  Best by far to have good people in place with significant freedom of action.  In one of the more extreme cases, despite the numerous problems with non-physical meetings, those organizations with ample provision for them are doing quite well this spring compared to those without.  In a normal year, the reverse is likely.

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2 hours ago, Nathan Zook said:

There was a saying in an organization that I was a part of for several years, "You can tell the history of a chapter by reading its bylaws."  Far too often, the response to bad behavior is to try to legislate your way out of it.  As observed by others, abusers 'gonna abuse.  Best by far to have good people in place with significant freedom of action.  In one of the more extreme cases, despite the numerous problems with non-physical meetings, those organizations with ample provision for them are doing quite well this spring compared to those without.  In a normal year, the reverse is likely.

True enough. Although ensuring the bylaws don't hamstring the membership should help. :)

 

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