Two Simultaneous Meetings Confirmed by Chairman

[Big George]

Our organization is suffering from a schism. Our chairman is elected in a county-wide election. Our 100+ members are elected in local precincts. 
 

Our bylaws provide that a Special Meeting can be called by a petition signed by 20% of the members with 14 day’s notice. 
 

A group delivered such a petition to our chairman towards the end of the day 14 days in advance. The other group scrambled and in the evening submitted a petition for a meeting for the same date and time but at a different location. 
 

The chairman confirmed both meetings. Both meetings were held and elected committee chairs so now we have two sets of committee chairs and members.

Kind of reminds me of the Middle Ages when there were two popes who excommunicated each other  

This seems wrong on many levels, but it is our reality.  If our chairman's interpretation is correct, with 100 members, we could have 5 parallel meetings called and confirmed.  I realize RR is designed to help people acting in good faith to work together harmoniously and can't possibly foresee or prevent all the things a determined minority might do to frustrate the majority, but this seems like something that just shouldn't be allowed to happen.
 

Our chairman says that he had no choice but to confirm both meetings, though his allies are the ones who called the second meeting, and it seem to serve his purpose to divert the majority to the first-called meeting, while he met with his allies separately, and installed his preferred committee chairs.

 

 

Edited December 22, 2022 at 05:04 PM by Big George

[Josh Martin]

On 12/22/2022 at 10:10 AM, Big George said:

Our bylaws provide that a Special Meeting can be called by a petition signed by 20% of the members with 14 day’s notice. 

A group delivered such a petition to our chairman towards the end of the day 14 days in advance. The other group scrambled and in the evening submitted a petition for a meeting for the same date and time but at a different location. 

Oh dear. This sounds like one of the nightmare hypotheticals members of this forum like to imagine. (In fact, I vaguely recall a discussion on this topic, although I can't find it.) I was hoping we'd never see such a scenario in the real world.

On 12/22/2022 at 10:10 AM, Big George said:

The chairman confirmed both meetings. Both meetings were held and elected committee chairs so now we have two sets of committee chairs and members.

For starters, did both meetings have a quorum?

Assuming this is the case, I would imagine that the logical next step will be to hold one special meeting to figure out how to resolve this mess.

On 12/22/2022 at 10:10 AM, Big George said:

Our chairman says that he had no choice but to confirm both meetings, though his allies are the ones who called the second meeting, and it seem to serve his purpose to divert the majority to the first-called meeting, while he met with his allies separately, and installed his preferred committee chairs.

What is the exact wording the bylaws use regarding special meetings? The chair may or may not be correct that he had no choice to confirm both meetings, depending on what the bylaws say.

Edited December 22, 2022 at 05:51 PM by Josh Martin

[Atul Kapur]

On 12/22/2022 at 11:10 AM, Big George said:

The other group scrambled and in the evening submitted a petition for a meeting for the same date and time but at a different location. 

Where did this group and your chairman get the idea that the members requesting the special meeting had the authority to dictate the date, time, or location?

There is nothing in RONR that gives this authority to the requesters. If it is in your bylaws, that would be quite unusual. If, as is more typical, the chairman is authorized to call a meeting and required to do so upon receipt of a request from 20% of the members, then the chairman decides on those details, within the time limit that you apparently also have in your bylaws. That is, the 20% has the right to require a meeting to be called, but the actual calling is done by the person/body that is authorized to do so. For example, the sample bylaws in RONR (56:63)say 

Quote

Section 3. Special Meetings. Special meetings may be called by the President or by the Executive Board and shall be called upon the written request of ten members of the Society. The purpose of the meeting shall be stated in the call, which shall be sent to all members at least three days before the meeting.

Here, the ten members can require a special meeting to be called, but it is the president or executive board which actually does the calling of the meeting, including deciding on the details of where and when.

It appears in your situation that the fault lies with the chairman for calling two special meetings at the same time, in different locations.

[Big George]

On 12/22/2022 at 11:37 AM, Josh Martin said:

For starters, did both meetings have a quorum?

Quorum is 25% and I think it was satisfied at both meetings.

On 12/22/2022 at 11:37 AM, Josh Martin said:

Assuming this is the case, I would imagine that the logical next step will be to hold one special meeting to figure out how to resolve this mess.

We have tried holding another special meeting, and the same thing happened.  

On 12/22/2022 at 11:37 AM, Josh Martin said:

Oh dear. This sounds like one of the nightmare hypotheticals members of this forum like to imagine. I was hoping we'd never see such a scenario in the real world.

It is a nightmare.  Thanks for your comments and questions.  

 

"Special meetings also may be called by written petition signed by twenty percent (20%) of the total membership (not including vacancies) of the Executive Committee delivered to the Chairman, the Steering Committee, or to the Secretary at least fourteen (14) days before the desired meeting date, or in the event of a stated emergency, two (2) days."

 

[Big George]

On 12/22/2022 at 12:00 PM, Atul Kapur said:

Where did this group and your chairman get the idea that the members requesting the special meeting had the authority to dictate the date, time, or location?

There is nothing in RONR that gives this authority to the requesters. If it is in your bylaws, that would be quite unusual. If, as is more typical, the chairman is authorized to call a meeting and required to do so upon receipt of a request from 20% of the members, then the chairman decides on those details, within the time limit that you apparently also have in your bylaws. That is, the 20% has the right to require a meeting to be called, but the actual calling is done by the person/body that is authorized to do so. For example, the sample bylaws in RONR (56:63)say 

Here, the ten members can require a special meeting to be called, but it is the president or executive board which actually does the calling of the meeting, including deciding on the details of where and when.

It appears in your situation that the fault lies with the chairman for calling two special meetings at the same time, in different locations.

First, thanks for sharing your insights.

Our bylaws are written such that a group of members can call a meeting:

"Special meetings also may be called by written petition signed by twenty percent (20%) of the total membership (not including vacancies) of the Executive Committee delivered to the Chairman, the Steering Committee, or to the Secretary at least fourteen (14) days before the desired meeting date, or in the event of a stated emergency, two (2) days. The purpose and order of business of the meeting must be stated in the call for any statutory, regular, or special meeting."

This was done because a prior chairman refused to call meetings when requested by the members.

Our bylaws appear to be silent on the location of a meeting.

On a different occasion, we had two groups call for special meetings.  The second group called for their meeting to be at the same time and place as the first one. 

[Caryn Ann Harlos]

This is just intuition but I think common sense and equity have a place to play in these things.  A meeting is of the organization.  A meeting cannot be in two places at the same time.  The second petition if it stated a date time for which an earlier petition had already claimed it should have been ruled out of order.  Rules are not suicide pacts of illogical morass.

[Josh Martin]

On 12/22/2022 at 12:02 PM, Big George said:

We have tried holding another special meeting, and the same thing happened.  

If it is a regular occurrence that multiple factions of the organization call competing special meetings at the same time and place, and both groups of members purport that these actions are the official actions of the organization, I think your problems are beyond the ability of RONR and this forum to solve. Your organization needs some combination of a professional parliamentarian, an attorney, and/or a mediator.

On 12/22/2022 at 12:02 PM, Big George said:

"Special meetings also may be called by written petition signed by twenty percent (20%) of the total membership (not including vacancies) of the Executive Committee delivered to the Chairman, the Steering Committee, or to the Secretary at least fourteen (14) days before the desired meeting date, or in the event of a stated emergency, two (2) days."

Well, unfortunately, your chairman appears to be correct that he had no choice but to accept both petitions, since the rule in question in fact provides that meetings may actually be called by petition.

As Dr. Kapur has noted, a provision such as this is quite unusual and not a good idea. It may be prudent for the organization to amend its bylaws on this matter.

Edited December 22, 2022 at 06:15 PM by Josh Martin

[Caryn Ann Harlos]

I know I am going to be looking out for things like that in bylaws I am looking at.  It never baffles me the way that determined bad faith actors can find a way...... 

[Josh Martin]

Okay, I found the old hypothetical discussion I was thinking of, and several reasonable people (including some members of the Authorship Team) at that time suggested that it is not permissible to call two special meetings of the same assembly for the same time, and that whichever special meeting is called first "wins."

I rather hopefully suggested that reasonable heads could prevail and the organization could reach some sort of compromise, but that seems unlikely in this situation.

[Caryn Ann Harlos]

On 12/22/2022 at 11:33 AM, Josh Martin said:

Okay, I found the old hypothetical discussion I was thinking of, and several reasonable people (including some members of the Authorship Team) at that time suggested that it is not permissible to call two special meetings of the same assembly for the same time, and that whichever special meeting is called first "wins."

I rather hopefully suggested that reasonable heads could prevail and the organization could reach some sort of compromise, but that seems unlikely in this situation.

That is exactly my thought.  Anything would be absolutely bizarre.

[J. J.]

I would note that it would be possible, with notice, to "piggyback" the subject of the second meeting at the first meeting.  The second meeting might "meet," and adjourn to the location of the first meeting.

[Josh Martin]

On 12/22/2022 at 1:00 PM, J. J. said:

I would note that it would be possible, with notice, to "piggyback" the subject of the second meeting at the first meeting.  The second meeting might "meet," and adjourn to the location of the first meeting.

I agree completely.

This might be a solution in the future. One of the meetings can agree to adjourn and join up with the other meeting.

[J. J.]

On 12/22/2022 at 2:05 PM, Josh Martin said:

I agree completely.

This might be a solution in the future. One of the meetings can agree to adjourn and join up with the other meeting.

Depending on the subject of he special meeting, it could be the solution now. 

[laser158689]

@Josh MartinWhat is the significance of italicizing "called"?

On 12/22/2022 at 1:13 PM, Josh Martin said:

Well, unfortunately, your chairman appears to be correct that he had no choice but to accept both petitions, since the rule in question in fact provides that meetings may actually be called by petition.

As Dr. Kapur has noted, a provision such as this is quite unusual and not a good idea. It may be prudent for the organization to amend its bylaws on this matter.

 

[laser158689]

It seems that the Chairman/SteerCo/Secretary is under no obligation to use the "desired meeting date", for any number of reason, eg venue availability.  That meeting date is "desired".

Whether the two requested special meetings can be combined into a single meeting for both requested purposes is an interesting question.  Thoughts?

[Josh Martin]

On 12/22/2022 at 1:21 PM, laser158689 said:

@Josh MartinWhat is the significance of italicizing "called"?

In the ordinary case, an organization's bylaws may provide that a meeting shall be called upon the request of a certain number of members, but the meeting is actually called by some other body or person (the President, the board, etc.). The organization's bylaws, however, specifically provide that the meeting is "called" by petition. The person(s) with authority to call a meeting have the authority to specify the date, time, and place of the meeting.

While one might ordinarily argue that perhaps the authors simply did not know the nuance of using the word "called" in this matter, we are specifically told in this case that the amendment in question was adopted by the society for this exact reason, in order to address past issues of officers refusing to call meetings. Apparently, in attempting to resolve that problem they have created an even bigger problem.

On 12/22/2022 at 12:12 PM, Big George said:

"Special meetings also may be called by written petition signed by twenty percent (20%) of the total membership (not including vacancies) of the Executive Committee delivered to the Chairman, the Steering Committee, or to the Secretary at least fourteen (14) days before the desired meeting date, or in the event of a stated emergency, two (2) days. The purpose and order of business of the meeting must be stated in the call for any statutory, regular, or special meeting."

This was done because a prior chairman refused to call meetings when requested by the members.

On 12/22/2022 at 1:23 PM, laser158689 said:

It seems that the Chairman/SteerCo/Secretary is under no obligation to use the "desired meeting date", for any number of reason, eg venue availability.  That meeting date is "desired".

Based on the facts presented, I do not agree.

On 12/22/2022 at 1:23 PM, laser158689 said:

Whether the two requested special meetings can be combined into a single meeting for both requested purposes is an interesting question.  Thoughts?

In a society with more standard bylaw provisions regarding calling special meetings, I think this would be entirely permissible and would be exactly what I would recommend. In this society, I don't think the chair has that option, but as J.J. suggests, the assembly itself could, at one of the meetings, choose to adjourn and all go to the other meeting.

I would also note that, based upon the facts presented, it is not clear the meetings were called for different purposes. It seems the meetings may have in fact been called for the same purpose, but were called for different locations in order to split up the members.

Edited December 22, 2022 at 07:32 PM by Josh Martin

[laser158689]

On 12/22/2022 at 2:30 PM, Josh Martin said:

The person(s) with authority to call a meeting have the authority to specify the date, time, and place of the meeting.

 

@Josh MartinThat seems logical.  Do you have a citation to that effect?

There are some serious second-order implications, too.  Does the authority to call a meeting include the authority to spend funds on a venue, perhaps not the normal venue?

Also, how do you reconcile the use of the word "desired"?

[Josh Martin]

On 12/22/2022 at 1:56 PM, laser158689 said:

That seems logical.  Do you have a citation to that effect?

I am not aware of a citation which explicitly states this, but it seems to me this is a logical conclusion from the following rules, as well as the language used in the sample bylaws. I certainly am not aware of anything which would suggest the opposite to be the case.

"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 (see 63:21n9). A section of the bylaws that authorizes the calling of special meetings should prescribe:

1) by whom such a meeting is to be called—which provision is usually in the form of a statement that the president (or, in large organizations, the president with the approval of the board) can call a special meeting, and that he shall call a special meeting at the written request of a specific number of members; and" RONR (12th ed.) 9:14

On 12/22/2022 at 1:56 PM, laser158689 said:

There are some serious second-order implications, too.  Does the authority to call a meeting include the authority to spend funds on a venue, perhaps not the normal venue?

No, the authority to call a meeting, in itself, does not include the authority to spend the organization's funds.

I do not disagree that the rule creates a number of problems.

On 12/22/2022 at 1:56 PM, laser158689 said:

Also, how do you reconcile the use of the word "desired"?

"Special meetings also may be called by written petition signed by twenty percent (20%) of the total membership (not including vacancies) of the Executive Committee delivered to the Chairman, the Steering Committee, or to the Secretary at least fourteen (14) days before the desired meeting date, or in the event of a stated emergency, two (2) days."

The following reasons come to mind at this time:

• There is an ambiguity, due to the conflict of the meaning of the word "called" and the meaning of the word "desired."
• As has been previously noted, we are explicitly told that this provision was added for the specific purpose of permitting members to call meetings directly. Ambiguous provisions should be interpreted in favor of the intent of the drafters, to extent this is known.
• If it is instead interpreted that the "desired" date is merely a suggestion, then it is unclear who actually decides what the date shall be. The rule in question provides that the petition is "delivered to the Chairman, the Steering Committee, or the Secretary." It is not clear if any (or all) of these people have the authority to decide the date, whether it depends on which of them it was delivered to, and so forth.

Edited December 22, 2022 at 10:05 PM by Josh Martin