Required Meeting Notice

[Guest Rodd]

Required meeting notice of our annual meeting was sent by email to the members instead of the usual postal mail but this member had not agreed to receive notice by email. Is this a continuing breach as a rule protecting absentees, or is a Point of Order only in order at the very beginning of the meeting in question, immediately after it is called to order? Can a Point of Order regarding the call notice be made later in the meeting by any member under New Business or at another meeting?

[Josh Martin]

29 minutes ago, Guest Rodd said:

Required meeting notice of our annual meeting was sent by email to the members instead of the usual postal mail but this member had not agreed to receive notice by email. Is this a continuing breach as a rule protecting absentees, or is a Point of Order only in order at the very beginning of the meeting in question, immediately after it is called to order? Can a Point of Order regarding the call notice be made later in the meeting by any member under New Business or at another meeting?

I would first check what your bylaws say (if anything) regarding the form in which the notice may be sent. Your bylaws would take precedence over RONR. If the bylaws are silent, it is correct that electronic communication is an acceptable substitute for postal mail only for members who have agreed to receive notice in that manner.

"When notice is required to be sent, unless a different standard is specified that requirement is met if written notice is sent to each member either:

a) by postal mail to the member's last known address; or

b) by a form of electronic communication, such as e-mail or fax, by which the member has agreed to receive notice." RONR (12th ed.) 9:5

In that case, this would be a continuing breach since it is a rule protecting absentees, and therefore a Point of Order could be raised later in the meeting or even at a future meeting.

Potentially relevant to this case is the fact that notice was sent to all members the required amount of time in advance, but some members had not agreed to receive notice by email. In the ordinary case, when the rights of all absentees are violated, there is no continuing breach if all members are present at the meeting. If there are no absentees, then there are no absentees to protect. In this case, the only absentees whose rights have been violated are those members who did not agree to receive notice by email. As a result, it might be argued that there is no continuing breach if all members who did not agree to receive notice by email happen to be present, although RONR does not directly address that issue.

I would also add that, even in the event that it is not a continuing breach, my opinion would be that a Point of Order could be raised at any time during the meeting, not simply at the time the meeting is called to order.

Edited July 26, 2021 at 11:57 AM by Josh Martin

[Richard Brown]

I agree with Mr. Martin that RONR is not clear as to whether failure to properly send the notice of the call of the meeting to one or more members who are nonetheless physically present at the meeting constitutes a continuing breach or even a violation of the rules that would probably be subject to a point of order by such a member (or by any member) at the meeting. I suppose that in other words the question might be asked whether presence at the meeting by a member who did not receive proper notice constitutes a waiver of the rule as to that member.   

RONR does not appear to provide an answer to that question.  

I hope that someone from the authorship team will help us out here. 
 

[Dan Honemann]

I think the answer is found in 23:7.

[TREBOR]

What if the bylaws are quite about requiring how notice is to be sent; except for time and place shall be determined by the BOD,  30 day notice, and a statement that states: Under Committees,  "Provide the official call at the direction of the BOD. "  Is that statement enough  to overrule RONR (2th ed.) 9:5?   

[TREBOR]

6 hours ago, Guest Rodd said:

Required meeting notice of our annual meeting was sent by email to the members instead of the usual postal mail but this member had not agreed to receive notice by email. Is this a continuing breach as a rule protecting absentees, or is a Point of Order only in order at the very beginning of the meeting in question, immediately after it is called to order? Can a Point of Order regarding the call notice be made later in the meeting by any member under New Business or at another meeting?

 

[Gary Novosielski]

11 hours ago, TREBOR said:

What if the bylaws are quite [sic] about requiring how notice is to be sent; except for time and place shall be determined by the BOD,  30 day notice, and a statement that states: Under Committees,  "Provide the official call at the direction of the BOD. "  Is that statement enough  to overrule RONR (2th [sic] ed.) 9:5?   

No, because §9:5 explicitly applies in cases where no different standard is specified.  If a particular method of delivery were specified in the bylaws, then that would supersede 9:5.

[Gary Novosielski]

13 hours ago, Daniel H. Honemann said:

I think the answer is found in 23:7.

To clarify, 23:7 refers to members who were excluded from voting or attending the meeting.   I would suggest that a member who fails to receive proper notice, but who nevertheless attends the meeting has not been excluded.

[Guest Rodd]

To clarify…..the Point of Order was that the call notice violated the rules of the association because it was sent only by email to a number of members who had not agreed to that method of receiving meeting notice. It is unclear if any member had actually agreed to that method of delivery. No Point of Order was raised regarding the validity of business transacted.

[Dan Honemann]

22 hours ago, Guest Rodd said:

Required meeting notice of our annual meeting was sent by email to the members instead of the usual postal mail but this member had not agreed to receive notice by email. Is this a continuing breach as a rule protecting absentees, or is a Point of Order only in order at the very beginning of the meeting in question, immediately after it is called to order? Can a Point of Order regarding the call notice be made later in the meeting by any member under New Business or at another meeting?

 

2 hours ago, Guest Rodd said:

To clarify…..the Point of Order was that the call notice violated the rules of the association because it was sent only by email to a number of members who had not agreed to that method of receiving meeting notice. It is unclear if any member had actually agreed to that method of delivery. No Point of Order was raised regarding the validity of business transacted.

As previously noted, I think the answer is found in 23:7.

As I understand it, no point of order was raised at the meeting concerning the improper notice sent to some members, and the question is whether or not such a point of order can be raised sometime during a future meeting. The answer is yes, a point of order concerning this violation of the rules can be raised so long as any decision arrived at as a result of a vote taken at the improperly noticed meeting has continuing force and effect. If there is any possibility that the votes of absent members who did not receive proper notice would have affected the outcome of such a vote, then the results of that vote must be declared invalid if the point of order is sustained. If not, the decision stands.

[Josh Martin]

4 hours ago, Guest Rodd said:

To clarify…..the Point of Order was that the call notice violated the rules of the association because it was sent only by email to a number of members who had not agreed to that method of receiving meeting notice. It is unclear if any member had actually agreed to that method of delivery. No Point of Order was raised regarding the validity of business transacted.

If it is unclear whether any members have agreed to receive notice by email, then I think the situation is much simpler, and a Point of Order could certainly be raised at a future meeting (unless all members were present). A rule regarding notice is a rule which protects absentees, and a rule violating the rights of absentees constitutes a continuing breach.

If the organization wishes to continue to send notice in this manner, the organization should either seek agreement from its members to send notice in this manner or amend its bylaws to explicitly provide that notice may be sent in this manner.

Edited July 27, 2021 at 11:36 AM by Josh Martin

[Dan Honemann]

On 7/26/2021 at 7:27 AM, Guest Rodd said:

this member had not agreed to receive notice by email.

 

4 hours ago, Guest Rodd said:

it was sent only by email to a number of members who had not agreed to that method of receiving meeting notice.

 

36 minutes ago, Josh Martin said:

If it is unclear whether any members have agreed to receive notice by email

This is an interesting progression. Perhaps Guest Rodd will clarify this for us.

In any event, if a quorum was present at this annual meeting, I stand by my previous responses concerning the validity or invalidity of decisions made during the meeting. In other words, in my opinion the failure to provide the requisite notice to all members will not automatically invalidate all actions taken during this meeting even if some members who did not receive proper notice are absent.

Edited July 27, 2021 at 12:14 PM by Daniel H. Honemann
Edited as shown for (hopefully) greater clarity.

[Guest Rodd]

Thank you for the responses. My Point of Order was not to invalidate action taken but rather to call attention to a violation of the rules and to insist on their enforcement. I had not consented to receiving notice by email nor had some other members who I am aware of. But I am not certain that any member actually agreed to receive the call notice by email, as I have no way to know that information. Sorry if I wasn’t entirely clear. 

[Dan Honemann]

3 minutes ago, Guest Rodd said:

My Point of Order was not to invalidate action taken but rather to call attention to a violation of the rules and to insist on their enforcement.

Well. hopefully you have succeeded in doing so.

[Dan Honemann]

Or, hopefully, you will succeed. Not sure which it is. 🙂 

[Guest Rodd]

Well. thank you. But, sadly, my Point of Order at the annual meeting was not well taken. And in my subsequent Appeal from the Decision of the Chair, the chair’s ruling was sustained. But it does soothe my feelings a little to know that I was right!

[Dan Honemann]

20 minutes ago, Guest Rodd said:

Well. thank you. But, sadly, my Point of Order at the annual meeting was not well taken. And in my subsequent Appeal from the Decision of the Chair, the chair’s ruling was sustained. But it does soothe my feelings a little to know that I was right!

If you can recall the reasoning given by the Chair for ruling that your point was not well taken, we would be interested in learning what it was.

[Guest Rodd]

The chair ruled the Point of Order not well taken for two reasons. 

A. The point of order regarding the call notice was not timely as it had to be raised at the beginning of the meeting and it was too late at the beginning of New Business. 

B. The bylaws give the board authority to decide how the call notice is sent since under the the duties of the communications committee it says the committee is to send the call notice as directed by the BOD. 
 

[Guest Rodd]

The bylaws are silent about how notice is to be sent; except the BOD sets the time and place. 

[Dan Honemann]

2 minutes ago, Guest Rodd said:

The chair ruled the Point of Order not well taken for two reasons. 

A. The point of order regarding the call notice was not timely as it had to be raised at the beginning of the meeting and it was too late at the beginning of New Business. 

B. The bylaws give the board authority to decide how the call notice is sent since under the the duties of the communications committee it says the committee is to send the call notice as directed by the BOD. 
 

Well, reason A appears to be incorrect, but reason B may or may not be correct, depending upon exactly what all relevant provisions in your bylaws say in this regard. 

 

[Guest Rodd]

19 minutes ago, Daniel H. Honemann said:

Well, reason A appears to be incorrect, but reason B may or may not be correct, depending upon exactly what all relevant provisions in your bylaws say in this regard. 

 

The bylaws are silent about how notice is to be sent but say the BOD sets the time and place for the meeting.I would think the BOD would have to tell the communications committee which members have agreed to receive notice by email.

[Dan Honemann]

9 minutes ago, Guest Rodd said:

The bylaws are silent about how notice is to be sent but say the BOD sets the time and place for the meeting.I would think the BOD would have to tell the communications committee which members have agreed to receive notice by email.

Your Chair seems to have been relying on certain provisions in your bylaws relating to the duties of a committee.

[Guest Rodd]

I’m going to submit a bylaw amendment to the section on Official Call incorporating the wording from RONR (12th ed.) 9:5. That should settle it although I don’t think it should really be necessary. Doing so won’t introduce any ambiguities or necessitate any conforming amendments. That would indicate to me that RONR 9:5 is controlling. What do you think?

[Dan Honemann]

1 hour ago, Guest Rodd said:

I’m going to submit a bylaw amendment to the section on Official Call incorporating the wording from RONR (12th ed.) 9:5. That should settle it although I don’t think it should really be necessary. Doing so won’t introduce any ambiguities or necessitate any conforming amendments. That would indicate to me that RONR 9:5 is controlling. What do you think?

I think you haven't told us what your bylaws say about the communication committee's duties, which your Chair relied upon for his ruling.  But I suppose it really doesn't matter, since this ruling was upheld by your organization's assembly.

[Josh Martin]

18 hours ago, Guest Rodd said:

I’m going to submit a bylaw amendment to the section on Official Call incorporating the wording from RONR (12th ed.) 9:5. That should settle it although I don’t think it should really be necessary. Doing so won’t introduce any ambiguities or necessitate any conforming amendments. That would indicate to me that RONR 9:5 is controlling. What do you think?

I think that would clarify the matter (assuming nothing else in the bylaws complicates things), but recent events suggest to me the assembly does not want RONR to be controlling in this matter. Perhaps it would instead prefer to adopt a rule explicitly providing that notice by email is acceptable.