Calling an emergency meeting

[Maureen WM]

Dear all (again),

I attached a scenario and the Bylaws from my organization. 

Here are my questions:

Did the emergency meeting on May 20 satisfy the requirement from RRONR?

Did the emergency meeting on May 20 satisfy the conditions in the Bylaws?

I look forward to your input.

Maureen

Senate By-laws 2020-2021.pdf

 

emergency meeting.pdf

[Guest Puzzling]

11 hours ago, Maureen WM said:

Dear all (again),

I attached a scenario and the Bylaws from my organization. 

Here are my questions:

Did the emergency meeting on May 20 satisfy the requirement from RRONR?

Did the emergency meeting on May 20 satisfy the conditions in the Bylaws?

I look forward to your input.

Maureen

Senate By-laws 2020-2021.pdfUnavailable

 

emergency meeting.pdfUnavailable

Sorry could not open the attachments

[Josh Martin]

11 hours ago, Maureen WM said:

I attached a scenario and the Bylaws from my organization. 

Here are my questions:

Did the emergency meeting on May 20 satisfy the requirement from RRONR?

Did the emergency meeting on May 20 satisfy the conditions in the Bylaws?

It will ultimately be up to the organization to interpret its own bylaws.

Based upon the facts provided, however, my own view of it is that the meeting does not appear to satisfy the requirements in the organization's bylaws or RONR for several reasons. The organization's bylaws provide that:

"The Chair, or, on the Chair's designation, the Secretary shall notify each member of the Faculty Senate and those non‐members who have the privilege of attending at least two weeks before each regular and special meeting. Such notification shall be in writing and shall specify the time and place of the meeting."

We are told, however, that the notification of the time and place of the meeting was not provided until May 10th, which is less than two weeks prior to May 20th.

"On May 10, an email with this message from the secretary was sent to the attendees,

Dear Senators,
There will be an emergency meeting of the Senate on May 20th, 2021 at 1pm.

Please mark your calendars.
Thank you!"

This notice also fails to specify the place of the meeting.

In addition, the organization's rules provide that:

"At least seven days before each regular and special meeting, the agenda of the meeting shall be distributed to all members of the Faculty Senate, to a deputy appointed by the Provost and Deans, and, in addition, to those non‐members of the Faculty Senate who have the privilege of attending and who, in response to the aforesaid notification, have communicated to the Secretary their intention of attending."

We are told, however, that the agenda of the meeting was not distributed until May 18, which is less than seven days before May 20th.

"On May 18 @2:45 PM, this was posted

"This is a reminder of Thursday's Emergency Senate meeting. The current agenda is attached. Materials are posted,
and will continue to be updated as needed on the shared site".

My comment: Items were first available for viewing on May 18."

RONR notes that "Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." RONR (12th ed.) 9:13

"Special meetings can properly be called only (a) as authorized in the bylaws (see 56:36); or (b) when authorized by the assembly itself, as part of formal disciplinary procedures, for purposes of conducting a trial and determining a punishment." RONR (12th ed.) 9:14

RONR provides notice of the time, place, and purpose of the meeting must be provided, but leaves it to the bylaws to determine what constitutes "a reasonable number of days in advance," since this will vary from society to society. It is somewhat unusual to provide that notice of the time and place and notice of the purpose are sent in separate notices, but this nonetheless appears to be what your bylaws provide for.

Since both notices were sent with less than the required amount of time, however, the notice was not sent in compliance with RONR because it was not called "as authorized in the bylaws."

The organization's rules further provide that:

"The order of business at any special meeting or any emergency meeting shall be only the consideration of the matter or matters for which the meeting shall have been called."

RONR likewise provides that:

"The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting." RONR (12th ed.) 9:15

If the meeting had otherwise been properly called, and the only issue was the late introduction of "Amendment A," then we might need more facts regarding the nature of "Plan A" and "Amendment A" to determine if that motion could properly be considered at the special meeting. Since the entire meeting was improperly called, however, this question is moot.

As a consequence, it appears that any business conducted at the special meeting is invalid, unless it is later ratified at a regular meeting or a properly called special meeting, with a quorum present.

Edited May 22, 2021 at 03:36 PM by Josh Martin

[Bruce Lages]

I would note that the posted bylaw excerpts seem to indicate that special meetings and emergency meetings are two distinct entities, with much less detail provided for the calling of emergency meetings compared to what is provided for special meetings. That makes it rather difficult to determine the validity of what happened in the posted scenario.

[Josh Martin]

13 minutes ago, Bruce Lages said:

I would note that the posted bylaw excerpts seem to indicate that special meetings and emergency meetings are two distinct entities, with much less detail provided for the calling of emergency meetings compared to what is provided for special meetings. That makes it rather difficult to determine the validity of what happened in the posted scenario.

Interesting. This may well be correct. If so, it would appear that the meetings may well be valid, since the statements pertaining to "emergency meetings" simply provide that notice must be provided in advance, and how far in advance is (unwisely) not specified.

"An emergency meeting of the Faculty Senate may be called by the President, by the Chair, or by  the Executive Committee."

"Notification of each emergency meeting shall be directed to each member of the Faculty Senate in advance of the meeting."

The rules do still require that "The order of business at any special meeting or any emergency meeting shall be only the consideration of the matter or matters for which the meeting shall have been called," but both items of business were included in the call sent two days prior to the meeting - which is "in advance" of the meeting. 

Edited May 22, 2021 at 03:52 PM by Josh Martin

[Richard Brown]

1 hour ago, Bruce Lages said:

I would note that the posted bylaw excerpts seem to indicate that special meetings and emergency meetings are two distinct entities, with much less detail provided for the calling of emergency meetings compared to what is provided for special meetings. That makes it rather difficult to determine the validity of what happened in the posted scenario.

I agree.  That was my analysis as I read the bylaws.  I found it all rather confusing and decided not to weigh in.  I also agree with Josh  Martin when he says it does not APPEAR that what happened complies with either the rules in RONR or the bylaws, but the lack of clarity between a special meeting and an "emergency meeting" in the bylaws causes me some concern.

[Maureen WM]

Many thanks for your opinions. This is where I am getting hung-up.  It's in the section where special and emergency meetings are similar.

"Item i. Order of Business - Special meetings and Emergency Meetings.

The order of business at any special meeting or any emergency meeting shall be only the consideration of the matter or matters for which the meeting shall have been called."

In trying to make sense of this, I looked at other bylaws (other orgs etc) and noted that the phrase "which the meeting shall have been called" appears most often in bylaws in the context of a meeting a quorum (If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned..).  Time, in this case,  is a condition established in advance.  

With this as a common point of reference, the text in our Bylaws "matter or matters for which the meeting shall have been called" refers to something ("matter or matters") that is a condition established in advance, and, if this is so, then calling a "emergency meeting" without also communicating its business is not consistent with the Bylaws. 

[Richard Brown]

26 minutes ago, Maureen WM said:

. . .  the text in our Bylaws "matter or matters for which the meeting shall have been called" refers to something ("matter or matters") that is a condition established in advance, and, if this is so, then calling a "emergency meeting" without also communicating its business is not consistent with the Bylaws. 

Based on what we have been told and shown, I agree with the bolded portion of your comment above. RONR is quite clear, as are the bylaws of most organizations, that at a special meeting only those items specifically listed in the call of the meeting as being the purpose of the meeting are the only items which can be discussed. Describing with some particularity the matter or matters to be discussed is normally part and parcel of calling a special meeting. However, as at least two of us have pointed out, there appears to be some blurring of the lines in your bylaws between special meetings and emergency meetings but it does appear to me that the purpose of each type of meeting must be made known to the members some period of time in advance of the meeting.

I will also note that I personally View emergency meetings and special meetings as being more or less synonymous unless the bylaws make it plain that there is a difference and specify what those differences are and what the differences in the rules for each might be. That is where some blurring appears to take place in your bylaws.

Edited to add:  upon rereading some of the posts in this thread, I want to add that I agree with Josh Martin that for an emergency meeting there does not appear to be any clearly defined period of notice required for the purpose of the meeting. That is a matter of concern.  It perhaps boils down to whether “reasonable” notice was given in the eyes of the membership.

Edited May 24, 2021 at 05:09 PM by Richard Brown
Added last paragraph

[Josh Martin]

5 hours ago, Maureen WM said:

With this as a common point of reference, the text in our Bylaws "matter or matters for which the meeting shall have been called" refers to something ("matter or matters") that is a condition established in advance, and, if this is so, then calling a "emergency meeting" without also communicating its business is not consistent with the Bylaws. 

But the business for the emergency meeting was (eventually) communicated.

"On May 18 @2:45 PM, this was posted

"This is a reminder of Thursday's Emergency Senate meeting. The current agenda is attached. Materials are posted, and will continue to be updated as needed on the shared site".

So it seems to me that the question is whether two days is sufficient notice. It clearly is not sufficient notice for a special meeting. In the event that an emergency meeting is different, the assembly will need to determine whether two days is sufficient notice for an emergency meeting.

As to the fact that the call of the time of the meeting and the call of the business to be conducted occurs at different times, I agree that this is unusual, but (at least for special meetings, which may or may not be the same as emergency meetings), your bylaws appear to specifically allow for this.

"The Chair, or, on the Chair's designation, the Secretary shall notify each member of the Faculty Senate and those non‐members who have the privilege of attending at least two weeks before each regular and special meeting. Such notification shall be in writing and shall specify the time and place of the meeting."

"At least seven days before each regular and special meeting, the agenda of the meeting shall be distributed to all members of the Faculty Senate, to a deputy appointed by the Provost and Deans, and, in addition, to those non‐members of the Faculty Senate who have the privilege of attending and who, in response to the aforesaid notification, have communicated to the Secretary their intention of attending."

Edited May 24, 2021 at 10:26 PM by Josh Martin

[Maureen WM]

I hope everyone had a good weekend. I had to look through many months of emails to pull this together.  Bylaws considerations and  Robert's Rules aside, I had the feeling that expectations were not met with the May 20 emergency meeting.  It turns out, there were three emergency meetings called since March 2020. The differences between the most recent meeting (May 20) and the others were 1) that the agenda was posted only 2 days in advance for the May 20 meeting (it was posted 3 days in advance for the ohers), 2) there was nothing explicitly noted regarding the intended item for business at the May 20 emergency meeting (the business was indicated for the others) and 3)  there was nothing explicitly noted regarding the fact that information would appear on an agenda pending approval by another committee (it was noted for the others).  In short, the May 20, 2021 meeting departed from the earlier practices that were used in calling emergency meetings.

 

[Gary Novosielski]

RONR has no mention of "emergency" meetings, but since they are clearly not Regular meetings, we can assume that the rules for Special meetings would apply.  The rules for special meetings must be in your bylaws, or such meetings don't exist.

If the May 20th meeting was called without any description of the business to be considered at that meeting, then there was no business that would be in order to bring before the meeting.  Any motions apparently adopted would be null and void, and any actions taken based on those improper decisions would be unauthorized, unless subsequently ratified by the assembly.  The bylaws, in the section authorizing special meetings, should state the number of days notice required.