Was this Previous Notice legal?

[Tomm]

I hope you can follow this!

The Agenda for today's Board meeting included a power-point presentation from a Standing Committee.

The Agenda was amended to remove the power-point presentation from the current Board Meeting and move it to a Planning Meeting which would take place immediately after the Board Meeting.

A Point of Order was raised because the Agenda for the Planning Meetings also requires a 7 day previous notice, and the Agenda of the Planning Meeting was never given (the same Board Members who denied the power-point presentation would also be attending the Planning Meeting).

The Point of Order was rejected with the reasoning that since the power-point presentation was listed in the original Board Meetings Agenda, which was published 7 days in advance that there was no need to require additional Previous Notice for the Planning Meeting, even though they are two separate and different meetings.

Question:

Does this sound correct or should Previous Notice have been required for the separate Planning Meeting?

[Josh Martin]

3 minutes ago, Tomm said:

I hope you can follow this!

The Agenda for today's Board meeting included a power-point presentation from a Standing Committee.

The Agenda was amended to remove the power-point presentation from the current Board Meeting and move it to a Planning Meeting which would take place immediately after the Board Meeting.

A Point of Order was raised because the Agenda for the Planning Meetings also requires a 7 day previous notice, and the Agenda of the Planning Meeting was never given (the same Board Members who denied the power-point presentation would also be attending the Planning Meeting).

The Point of Order was rejected with the reasoning that since the power-point presentation was listed in the original Board Meetings Agenda, which was published 7 days in advance that there was no need to require additional Previous Notice for the Planning Meeting, even though they are two separate and different meetings.

Question:

Does this sound correct or should Previous Notice have been required for the separate Planning Meeting?

I have no idea. RONR doesn't have "Planning Meetings" and doesn't require notice for presentations for information only. It seems to me this question relates to the organization's own rules and/or applicable law governing these requirements for previous notice.

[Tomm]

Corporate Bylaws state:

"At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website....."

Wouldn't  a Planning Meeting of the Board require the same Previous Notice as any other meeting of the Board (except Executive and Special Session). Planning Meetings don't necessarily always happen on the same day as a Board Meeting as happened today!

[Joshua Katz]

What is a "Planning Meeting"?  By which I mean two things: first, what happens at them? Is business conducted? Second, do your bylaws say anything about them?

But, moving on, I don't see any previous notice requirement in the except from your bylaws you posted. There is a requirement for the posting of an agenda, but it is subject to amendment.

Additionally, keep in mind that the reason we have previous notice requirements and/or modified thresholds when notice is given is that it allows people to know that they need to attend the meeting, i.e. it warns them that the topic will come up. Thus, for instance, a majority with previous notice is considered, in some cases "as good as" 2/3 without, because those absentees who are really against would not have been absentees. But this, apparently, is not an item of business at all, just a presentation. No harm can come from someone missing it. My point here is that I think some category confusion is taking place, and that the bylaws either are not doing what they meant to do, or what they should have meant to do.

[Josh Martin]

50 minutes ago, Tomm said:

Corporate Bylaws state:

"At least seven (7) days prior to all Board meetings, excluding Executive and Special Sessions, an agenda, subject to amendment, shall be posted in XXXX Facilities and/or on the XXXX website....."

Wouldn't  a Planning Meeting of the Board require the same Previous Notice as any other meeting of the Board (except Executive and Special Session). Planning Meetings don't necessarily always happen on the same day as a Board Meeting as happened today!

I don't think I can even attempt to answer this question until I know what a "Planning Meeting" is and what (if anything) makes it different from a regular board meeting.

It may also be helpful to know whether members of the board were provided any notice at all of this "Planning Meeting." That is, were they at least informed of the date, time, and location of the meeting? Secondly, were all members of the board present at the meeting?

Edited October 12, 2020 at 10:30 PM by Josh Martin

[Rob Elsman]

The more I read about this board, the more I become convinced that it has such a muscular set of rules for itself that what RONR has to say is of much less importance.

[Tomm]

17 minutes ago, Rob Elsman said:

The more I read about this board, the more I become convinced that it has such a muscular set of rules for itself that what RONR has to say is of much less importance.

You're right about that....the Article of Corporation gives the Board the sole power to "amend, modified revise, and revoke" the Bylaws, so even IF the General Membership at the annual General Membership Meeting were to pass a motion/amendment, (like reducing the annual dues) the Board could just reverse and wipe it away!

The Planning Meeting is similar to a Board meetings. They are open to the general membership however general members are not allowed to make any comments about what they are discussing unlike at regular Board meetings. Planning meetings are "suppose" to be meetings where things are discussed in much more depth and length but motions for action are reserved for the regular Board meeting. Seems to me that most Board members don't really want to challenge or vigorously debate an issue when the general membership is in attendance. I think they thought that the Planning meeting would allow Board members to speak more openly, but that didn't seem to happen either! 

As a guest and regular attendee at these meetings I can see that the REAL negotiations take place before the Board meetings where one group will conspire against the other and things are decided before the meeting even starts or they even vote!!!!! You can watch the huddles up on stage!

[Joshua Katz]

1 hour ago, Tomm said:

the Article of Corporation gives the Board the sole power to "amend, modified revise, and revoke" the Bylaws, so even IF the General Membership at the annual General Membership Meeting were to pass a motion/amendment, (like reducing the annual dues) the Board could just reverse and wipe it away!

Well, assuming this summary is accurate, it seems to me that the general membership may not amend the bylaws to begin with, since the board has the sole power to do so.

1 hour ago, Tomm said:

The Planning Meeting is similar to a Board meetings. They are open to the general membership however general members are not allowed to make any comments about what they are discussing unlike at regular Board meetings. Planning meetings are "suppose" to be meetings where things are discussed in much more depth and length but motions for action are reserved for the regular Board meeting.

Where do these rules appear? Anyway, if no motions are made at these Planning meetings, I would be surprised if there were any notice requirements. There's nothing to give notice of. 

[Tomm]

They are in the Bylaws:

"The XXXX Board of Directors may hold a planning session quarterly or as needed to discuss issues or to garner information from the General Manager.  These sessions will be open for attendance by Members who will not be allowed to comment.  These sessions will be video recorded and posted on the XXXX website."

[Joshua Katz]

Well, the fact that the bylaws describe them separately from board meetings would suggest to me (in a general sense) that the rules you cited earlier for board meetings would not apply to them. I can't say much beyond that without a careful study of your bylaws, which is beyond the scope of this forum.

[Tomm]

Well, it's listed within the same Article in the Bylaws under Board Meetings as my previous post requiring a 7 day notice prior to all Board meetings except Executive and Special Session.

[Joshua Katz]

Okay, that may or may not be persuasive. But only your organization can interpret your bylaws. And I certainly can't make sense of them in these drips and drabs. I don't know that I can say much more.

[Tomm]

Thank you. I can understand your confusion as it is my frustration!

Mr. Feldman has it about right and our muscular set of rules.

[Tomm]

Sorry Mr. Elsman...spell check screw-up!

[Josh Martin]

14 hours ago, Tomm said:

You're right about that....the Article of Corporation gives the Board the sole power to "amend, modified revise, and revoke" the Bylaws, so even IF the General Membership at the annual General Membership Meeting were to pass a motion/amendment, (like reducing the annual dues) the Board could just reverse and wipe it away!

The Planning Meeting is similar to a Board meetings. They are open to the general membership however general members are not allowed to make any comments about what they are discussing unlike at regular Board meetings. Planning meetings are "suppose" to be meetings where things are discussed in much more depth and length but motions for action are reserved for the regular Board meeting. Seems to me that most Board members don't really want to challenge or vigorously debate an issue when the general membership is in attendance. I think they thought that the Planning meeting would allow Board members to speak more openly, but that didn't seem to happen either! 

As a guest and regular attendee at these meetings I can see that the REAL negotiations take place before the Board meetings where one group will conspire against the other and things are decided before the meeting even starts or they even vote!!!!! You can watch the huddles up on stage!

If no action is taken at these planning meetings, then my own view of it is that these are not "meetings" in the parliamentary sense and, as a consequence, references to "board meetings" should generally not be understood to refer to planning meetings, unless the rule specifically provides that it refers to such meetings.

Furthermore, since no action is taken at these meetings, even if we assume that previous notice is required, I don't know that there are any real consequences in the event that such notice is not given.

I concur with Mr. Elsman's "muscular" comment, however, so I think my original response of "I have no idea" may remain my most intelligent answer to this question.