JustinPappano Posted November 1, 2020 at 03:07 PM Report Share Posted November 1, 2020 at 03:07 PM Hi all, Suppose you have a meeting where you considering a motion that requires 7 days notice as per the bylaws. Further, suppose that this meeting is inquorate. The President then calls a special meeting with 4 days notice as required in the bylaws to consider that motion, is notice fulfilled? Or does the special meeting also have to be at least 7 days in advance? Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted November 1, 2020 at 03:28 PM Report Share Posted November 1, 2020 at 03:28 PM Without seeing the bylaw, I cannot be certain, but I would guess that notice has to be given again, since, as you say, this is a special meeting, not an adjourned meeting. Quote Link to comment Share on other sites More sharing options...
JustinPappano Posted November 1, 2020 at 03:35 PM Author Report Share Posted November 1, 2020 at 03:35 PM 5 minutes ago, Rob Elsman said: this is a special meeting, not an adjourned meeting. I am inclined to agree with you. Thank you! Quote Link to comment Share on other sites More sharing options...
JustinPappano Posted November 1, 2020 at 03:40 PM Author Report Share Posted November 1, 2020 at 03:40 PM 10 minutes ago, Rob Elsman said: Without seeing the bylaw, Let's for sake of discussion show the bylaw clause pertinent here: "[the governing documents can be amended] by a two-thirds vote provided that notice of fourteen (14) days has been provided to all members of the Board of Directors" Does this change anything? I don't think so, but I don't mind hearing everyone's opinion. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted November 1, 2020 at 03:42 PM Report Share Posted November 1, 2020 at 03:42 PM My opinion is the same. Quote Link to comment Share on other sites More sharing options...
JustinPappano Posted November 1, 2020 at 03:47 PM Author Report Share Posted November 1, 2020 at 03:47 PM Just now, Rob Elsman said: My opinion is the same. Agreed. Thank you! This is a case where fix the time to which to adjourn would have come in handy. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted November 1, 2020 at 03:49 PM Report Share Posted November 1, 2020 at 03:49 PM Yes, an assembly that is inquorate does, indeed, have the power to fix the time to which to adjourn. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted November 1, 2020 at 04:10 PM Report Share Posted November 1, 2020 at 04:10 PM Suppose that, instead, they go ahead and adopt the bylaw amendment even although no quorum is present. Can a special meeting then be called to ratify this action? Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted November 1, 2020 at 04:16 PM Report Share Posted November 1, 2020 at 04:16 PM No, there is no possible circumvention of the requirement to give previous notice, since the requirement to give previous notice protects the rights of absent members. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted November 1, 2020 at 04:30 PM Report Share Posted November 1, 2020 at 04:30 PM I thought the requisite notice had been given and that the only problem was that no quorum was present. Quote Link to comment Share on other sites More sharing options...
Rob Elsman Posted November 1, 2020 at 04:35 PM Report Share Posted November 1, 2020 at 04:35 PM No quorum was present and the assembly adjourned sine die. The previous notice expired, in my opinion. Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted November 1, 2020 at 04:45 PM Report Share Posted November 1, 2020 at 04:45 PM 1 hour ago, JustinPappano said: Suppose you have a meeting where you considering a motion that requires 7 days notice as per the bylaws. Further, suppose that this meeting is inquorate. The President then calls a special meeting with 4 days notice as required in the bylaws to consider that motion, is notice fulfilled? Or does the special meeting also have to be at least 7 days in advance? The latter, I think. It seems to me that notice would need to be provided anew. I don't think notice given for a motion intended to be made at a regular meeting "carries over" to a special meeting. If the assembly instead established an adjourned meeting I think they would be covered. 1 hour ago, JustinPappano said: Let's for sake of discussion show the bylaw clause pertinent here: "[the governing documents can be amended] by a two-thirds vote provided that notice of fourteen (14) days has been provided to all members of the Board of Directors" Does this change anything? I don't think so, but I don't mind hearing everyone's opinion. No, this does not change my opinion. 31 minutes ago, Daniel H. Honemann said: Suppose that, instead, they go ahead and adopt the bylaw amendment even although no quorum is present. Can a special meeting then be called to ratify this action? Yes, I think so, although I am inclined to think that a motion to ratify has the same requirements for adoption as the action being ratified, including any previous notice requirements. Quote Link to comment Share on other sites More sharing options...
Dan Honemann Posted November 1, 2020 at 07:21 PM Report Share Posted November 1, 2020 at 07:21 PM I'd say that the notice requirement has been complied with. Quote Link to comment Share on other sites More sharing options...
Gary Novosielski Posted November 2, 2020 at 12:41 AM Report Share Posted November 2, 2020 at 12:41 AM 9 hours ago, JustinPappano said: Hi all, Suppose you have a meeting where you considering a motion that requires 7 days notice as per the bylaws. Further, suppose that this meeting is inquorate. The President then calls a special meeting with 4 days notice as required in the bylaws to consider that motion, is notice fulfilled? Or does the special meeting also have to be at least 7 days in advance? Special meetings do require notice, but it does not necessarily have to be the same interval as that required for bylaws amendments. The fact that the 7-day notice of amendment was duly given does not shorten the notice required for a special meeting. This whole question can be avoided by setting an adjourned meeting rather than a special meeting. Quote Link to comment Share on other sites More sharing options...
Richard Brown Posted November 2, 2020 at 01:21 AM Report Share Posted November 2, 2020 at 01:21 AM 9 hours ago, Daniel H. Honemann said: Suppose that, instead, they go ahead and adopt the bylaw amendment even although no quorum is present. Can a special meeting then be called to ratify this action? 5 hours ago, Daniel H. Honemann said: I'd say that the notice requirement has been complied with. I agree. I do not believe that additional notice is necessary in order to ratify the action taken at the inquorate meeting for which proper notice had been given. Quote Link to comment Share on other sites More sharing options...
Recommended Posts