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Notice Requirement for Special Meeting


Shantel Ruebling
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Our board would like to call a special meeting without notice. Per our bylaws, Article V, Section 6 (attached) the Board shall meet on the second Saturday in the months of April, May, June, July, August, September and October in the office of the association. Special Meetings of the Board shall be called with a notice of at least seven (7) days in advance.  Since our bylaws do not specifically state who is to be noticed, our bylaws state that we refer to RNRO when no procedural rule has been established  

Per RNRO, Special Meeting 9:13, states that notice of the 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.  In this instance, our bylaws state 7 days.  
 
I interpret this to mean we would have to post the notice on the membership board along with an agenda 7 days prior to the meeting. 

7-NSPOA BY-LAWS 8-26-2021.docx

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I don't believe that the requirement that "notice must be sent to all members..." can be satisfied by just posting a notice on the membership board since that in no way constitutes a 'sent' notice. Although you don't say specifically, I presume you're asking about a special meeting of the board rather than a special meeting of the membership. But your bylaws specify that for special membership meetings 'sent' can only be accomplished by postal mail or by hand delivery. Given that level of specificity I find it hard to believe that the bylaws would then accept 'posted' as the equivalent of 'sent' for special board meetings.

Of course, your organization will have to make that determination for itself as a matter of bylaw interpretation.

 

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On 9/13/2021 at 8:14 PM, Shantel Ruebling said:

Since our bylaws do not specifically state who is to be noticed, our bylaws state that we refer to RNRO when no procedural rule has been established  

Yes, I agree. RONR requires that notice of a meeting is sent to all members of the assembly. (In this case, that would be all members of the board.)

On 9/13/2021 at 8:14 PM, Shantel Ruebling said:

I interpret this to mean we would have to post the notice on the membership board along with an agenda 7 days prior to the meeting. 

I do not agree with all of this. First, I do not agree that "notice on the membership board," in and of itself, meets the requirement for notice. RONR requires that notice be sent by postal mail or by a form of electronic communication (if the member has agreed to receive notice by that method). Such notice would need to be sent to each member of the board.

Nothing in RONR requires that notice of a board meeting be sent to all members of the society. Your bylaws appear to require notice to the membership of a rescheduled regular board meeting, which is accomplished by posting the notice on the membership board. There does not appear to be a similar rule for special meetings. This may have been an oversight, and may ultimately be a question of bylaws interpretation.

Further, I would note that nothing in RONR requires an agenda to be posted for a special meeting. RONR requires that the call of the special meeting must include the items to of business to be conducted at the meeting. That's not quite the same thing as an agenda.

I agree that the notice must be sent seven days prior to the meeting. The bylaws are quite clear on that point.

On 9/13/2021 at 9:19 PM, Bruce Lages said:

I don't believe that the requirement that "notice must be sent to all members..." can be satisfied by just posting a notice on the membership board since that in no way constitutes a 'sent' notice. Although you don't say specifically, I presume you're asking about a special meeting of the board rather than a special meeting of the membership. But your bylaws specify that for special membership meetings 'sent' can only be accomplished by postal mail or by hand delivery. Given that level of specificity I find it hard to believe that the bylaws would then accept 'posted' as the equivalent of 'sent' for special board meetings.

Of course, your organization will have to make that determination for itself as a matter of bylaw interpretation.

I don't think the rule for the manner in which notice is sent for special membership meetings is applicable to board meetings. Nonetheless, since the bylaws are silent, the rules in RONR would be controlling, and RONR also does not permit notice by a posting on a membership board.

I get the impression, however, that the dispute here isn't really about what notice is sent to the board members, but what notice is sent to the membership of the society. No such notice is ordinarily required at all. The organization's rules appear to require this in some cases (and specify the notice be accomplished by a posting on the posting board), although it is not clear that it is required in this case.

Edited by Josh Martin
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