How to call an Emergency BOD Meeting

[Guest StillLearning]

Our bylaws cover regular board meetings and special board meetings, both of which require a 14 day notice and other stipulations.  There is nothing in the bylaws to hold an emergency meeting and I couldn't find anything in RR's.  Is there such a thing?  We're in need to meet asap due to resignations on the Board.

[Caryn Ann Harlos]

An emergency meeting is a form of special meeting, not a separate category and would be covered under the same bylaws.  

[Guest StillLearning]

Ok.  So since it says "14 days notice", it there a way that could be waived?  If all the Board members agreed?

[Richard Brown]

On 1/18/2023 at 5:19 PM, Guest StillLearning said:

There is nothing in the bylaws to hold an emergency meeting and I couldn't find anything in RR's.  Is there such a thing?  We're in need to meet asap due to resignations on the Board.

No, not really, at least not in  RONR.  An "emergency meeting" is just a special meeting that might be called to deal with something that is deemed especially urgent, i.e., an emergency.  RONR makes no provision for "emergency" meetings. 

However some organizations do provide in their bylaws for "emergency" meetings which can be held on shorter notice than a "regular" special meeting.  When such a bylaw provision exists, it should contain language which specifies just what things constitute an "emergency" and how and by whom such an emergency meeting can be called.  Such a provision is rather unusual and is subject to abuse.  I personally question whether having to deal with resignations constitutes a true emergency that cannot wait until an "ordinary" special meeting can be called or maybe even until your next regular meeting.  Usually emergencies would deal with things like emergency repairs to the clubhouse due to a tornado, flood, hurricane, etc.  

Do your bylaws have a provision for special meetings?  If so, why not just call a special meeting pursuant to your existing bylaw provisions?   If your bylaws do not contain a provision for special meetings, then if RONR is your parliamentary authority,  they cannot be held regardless of whether there is an "emergency". 

[Caryn Ann Harlos]

On 1/18/2023 at 4:37 PM, Guest StillLearning said:

Ok.  So since it says "14 days notice", it there a way that could be waived?  If all the Board members agreed?

It can be suspended if all Board members are present at the meeting.  Not just agreed to it.  (25:10)

[Caryn Ann Harlos]

I also agree with Mr. Brown that generally resignations are not any kind of emergency but in any event, if not addressed in your bylaws, it is just a special meeting.

 

 

[Guest StillLearning]

Ok.  So since it says "14 days notice", it there a way that could be waived?  If all the Board members agreed?

Thank you very much for the info.  We will have to go by the Special Meetings section in the Bylaws.  And yes, this could be considered a non emergency and maybe a needed cooling off period!

[Josh Martin]

On 1/18/2023 at 4:19 PM, Guest StillLearning said:

Ok.  So since it says "14 days notice", it there a way that could be waived?  If all the Board members agreed?

No.

On 1/18/2023 at 3:44 PM, Caryn Ann Harlos said:

It can be suspended if all Board members are present at the meeting.  Not just agreed to it.  (25:10)

A rule requiring a certain number of days notice for a special meeting cannot be waived at all, even if all members are present.

The rules pertaining to suspension of rules protecting absentees when all members are present assumes that occurs at a regular or properly called meeting of the assembly. If less than 14 days of notice is provided, then the meeting is not "properly called." As a result, the conduct of any business at such a "meeting" is a violation of the fundamental principle of parliamentary law that business can only be conducted at a regular or properly called meeting of the assembly.

On 1/18/2023 at 3:19 PM, Guest StillLearning said:

Our bylaws cover regular board meetings and special board meetings, both of which require a 14 day notice and other stipulations.  There is nothing in the bylaws to hold an emergency meeting and I couldn't find anything in RR's.  Is there such a thing?  We're in need to meet asap due to resignations on the Board.

I am not clear on why this can't wait 14 days.

Edited January 19, 2023 at 06:06 AM by Josh Martin

[Caryn Ann Harlos]

Quote

A rule requiring a certain number of days notice for a special meeting cannot be waived at all, even if all members are present.

Then why does 25:10 contain the phrase "when any member is absent"?  I do see the reference right above but it seems there are no rights to protect if everyone who would be protected is there and consents.

[Josh Martin]

On 1/19/2023 at 4:45 AM, Caryn Ann Harlos said:

Then why does 25:10 contain the phrase "when any member is absent"?  I do see the reference right above but it seems there are no rights to protect if everyone who would be protected is there and consents.

It contains the phrase "when any member is absent" to refer to rules protecting the rights of absentees that do not relate to the calling of the meeting itself.

"Rules protecting absentees cannot be suspended, even by unanimous consent or an actual unanimous vote, because the absentees do not consent to such suspension. For example, the rules requiring the presence of a quorum, restricting business transacted at a special meeting to that mentioned in the call of the meeting, and requiring previous notice of a proposed amendment to the bylaws protect absentees, if there are any, and cannot be suspended when any member is absent." RONR (12th ed.) 25:10

So if every member is present at a regular or properly called meeting, the rules could be suspended to, for example:

• Conduct business in the absence of a quorum, in the unusual event that the quorum is higher than the full membership. (Although also see the caveat in the footnote for this one.)
• Conduct business at a special meeting which was not included in the call of the meeting.
• Consider business which requires previous notice (such as amending the bylaws) and for which insufficient notice (or no notice) was given.

The rules cannot, however, be suspended so as to transform something which is not a regular or properly called meeting into a regular or properly called meeting, since at that time the persons present are not, in fact, meeting as the assembly in question.

I will note, however, that this has question been the subject of ongoing disagreement on this forum, and many well-respected parliamentarians have taken the opposite view on this point. An example of a discussion on this subject can be found in this thread.

It is also the case that some organizations do have in their own bylaws a provision that the notice requirement for a special meeting can be waived if all members agree to it. Such provisions are also sometimes found in applicable law. Such provisions will, of course, take precedence over RONR.

Edited January 19, 2023 at 02:24 PM by Josh Martin

[Caryn Ann Harlos]

I'll take a look at that discussion to see if it changes my mind, but at this point, I take the opposite side.

[George Mervosh]

I agree with Mr. Martin.  No fundamental principle of parliamentary law can be suspended even when all members are present.  Aside from the fundamental principle that business can only be transacted at a regular or properly called meeting, which we are talking about here, do you think any of the others RONR mentions in 25:9 can be suspended even with all members present?

[Caryn Ann Harlos]

I think the emphasis is on the wrong part in claiming the notice is a fundamental right that cannot ever be suspended - the principle is the limitation of right to vote.  And like bylaws, passages must be read in harmony and 25:10 gives more clarity.

literally no one is harmed and would us serving the rules rather than the rules serving us

[Caryn Ann Harlos]

I read the discussion and JJ and Mr. Brown made the same arguments I would, particularly JJ who noted it is circular.  I agree.  And I do believe the WHY of things matter greatly, and there is no rationale WHY for a situation in which everyone who's rights are being protected are good with the situation.  It turns notice into a magical incantation that summons the Patron Saint of Blessing Meetings.

[Dan Honemann]

On 1/19/2023 at 9:52 AM, Caryn Ann Harlos said:

I read the discussion and JJ and Mr. Brown made the same arguments I would, particularly JJ who noted it is circular.  I agree.  And I do believe the WHY of things matter greatly, and there is no rationale WHY for a situation in which everyone who's rights are being protected are good with the situation.  It turns notice into a magical incantation that summons the Patron Saint of Blessing Meetings.

OK, you can add your name to the list of persons who are wrong about this.  🙂

[Caryn Ann Harlos]

[Gary Novosielski]

never mind.

Edited January 19, 2023 at 07:47 PM by Gary Novosielski

[Caryn Ann Harlos]

On 1/19/2023 at 12:46 PM, Gary Novosielski said:

never mind.

favourite response ever.