Ratifying actions of a Special Meeting

[Tomm]

10:54 says "action taken at a special meeting with regard to business not mentioned in the call of that meeting"

Is that assuming that the business was additional business other than the business that the special meeting was originally called for?  

If the special meeting was initially called without specifying any reason at all, and a motion was acted on and passed, could that action be ratified or would the initial meeting simply be considered null and void?   

[Josh Martin]

On 8/31/2021 at 11:26 PM, Tomm said:

Is that assuming that the business was additional business other than the business that the special meeting was originally called for?  

Yes, the rule in question assumes that the special meeting was properly called with a reason specified, but additional business was conducted.

On 8/31/2021 at 11:26 PM, Tomm said:

If the special meeting was initially called without specifying any reason at all, and a motion was acted on and passed, could that action be ratified or would the initial meeting simply be considered null and void?   

That's an interesting question. Certainly at a minimum, the business conducted is null and void.

It may well be, however, that the meeting itself is null and void. RONR requires a special meeting to include the business to be conducted, so (assuming the organization's rules do not provide otherwise), it may be that a special meeting which includes no reason in the call is not a meeting which is properly called. RONR does not permit action taken by individual members outside of a meeting to be ratified. It does permit actions taken by the society's officers to be ratified, however, so if the officers took action to implement the decisions which were made, those actions could be ratified.

If the action cannot be ratified, it could simply be made anew and adopted in that fashion.

Edited September 1, 2021 at 10:57 AM by Josh Martin

[Dan Honemann]

On 9/1/2021 at 6:57 AM, Josh Martin said:

It may well be, however, that the meeting itself is null and void.

I think this is, indeed, the case. To be a legitimate meeting, a meeting must be either a regular or a properly called meeting. A special meeting is not a properly called meeting unless 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, is sent to all members. RONR, 12th ed., 9:13. 

[Gary Novosielski]

But 10:54 explicitly allows ratification of: 

Quote

• action taken at a special meeting with regard to business not mentioned in the call of that meeting.

If the call of the meeting did not specify any business to be conducted but was otherwise properly called, would this not permit business improperly conducted to be later ratified?   

 

 

[Weldon Merritt]

On 9/1/2021 at 7:57 PM, Gary Novosielski said:

But 10:54 explicitly allows ratification of: 

If the call of the meeting did not specify any business to be conducted but was otherwise properly called, would this not permit business improperly conducted to be later ratified?   

 

 

I agree with Mr. Honemann that in order for the meeting to be properly called, the meeting must specify the business to be conducted. So if the purpose is not included, the meeting would not be "otherwise properly called"; it just would not be properly called at all.

[Tomm]

On 9/1/2021 at 6:57 PM, Gary Novosielski said:

If the call of the meeting did not specify any business to be conducted but was otherwise properly called, would this not permit business improperly conducted to be later ratified?   

To reinforce Mr. Honemann and Mr. Merritt's response, I don't believe the meeting was properly called, therefore the meeting was null and void as if it never happened. The bylaws state:

"Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given."