Setting and agenda for a special meeting and cancelling the special meeting

[Guest Karen Graddy]

We are a nonprofit horse breed association. If three board members request a special meeting as per our Articles of Incorporation and Bylaws, and the reasons for the special meeting were given in the notice to the Board when the meeting was requested, can the president set the agenda outside the scope of the reasons given? Also, can the president cancel that meeting without Board approval?

[Caryn Ann Harlos]

We would need to see the exactly wording.  Special meetings are not automatically allowed under RONR and the parameters for same will be in your governing documents.

[Gary Novosielski]

On 1/31/2023 at 12:49 PM, Guest Karen Graddy said:

We are a nonprofit horse breed association. If three board members request a special meeting as per our Articles of Incorporation and Bylaws, and the reasons for the special meeting were given in the notice to the Board when the meeting was requested, can the president set the agenda outside the scope of the reasons given? Also, can the president cancel that meeting without Board approval?

If a special board meeting is properly called in accordance with your bylaws, it must have a description of the business that may come before it, listed in the "call" of the meeting that is sent to all board members.  Only that business is in order.

The president alone does not have the power to cancel the meeting, and cannot stray beyond the business described in the call of the meeting.  If the president does not show up for some reason, the VP or else any chosen member can preside, and if a quorum is present, may proceed with the business of the meeting.

Edited January 31, 2023 at 06:05 PM by Gary Novosielski

[Caryn Ann Harlos]

I have seen at least one set of bylaws that do give the chair the power to cancel a special meeting, no matter how bad of an idea that may be.  I have seen in a separate set of bylaws the power of the chair to append items to the call (though not changing anything in the call from the other members).

Edited January 31, 2023 at 06:14 PM by Caryn Ann Harlos

[Gary Novosielski]

I too have seen many sights--the Eifel Tower, Machu Pichu, Kilauea erupting, the Northern Lights, the Southern Cross, and a host of bad bylaws.  But I stand by my answer (including the disclaimer in my signature.) ☺️

[Josh Martin]

On 1/31/2023 at 11:49 AM, Guest Karen Graddy said:

We are a nonprofit horse breed association. If three board members request a special meeting as per our Articles of Incorporation and Bylaws, and the reasons for the special meeting were given in the notice to the Board when the meeting was requested, can the president set the agenda outside the scope of the reasons given?

It seems to me that it depends on exactly what the bylaws say in regard to calling special meetings. If the bylaws also authorize the President to call special meetings, then I would think the President could add his preferred items to the call for this meeting, provided sufficient notice is given. If not, then the President could not do so.

Certainly, after the time limit has passed for notice of the special meeting, then no one can add additional items, unless the bylaws provide otherwise.

On 1/31/2023 at 11:49 AM, Guest Karen Graddy said:

Also, can the president cancel that meeting without Board approval?

Unless the bylaws provide otherwise, a properly called special meeting can't be canceled at all.

Edited January 31, 2023 at 06:49 PM by Josh Martin

[Caryn Ann Harlos]

On 1/31/2023 at 11:49 AM, Josh Martin said:

It seems to me that it depends on exactly what the bylaws say in regard to calling special meetings. If the bylaws also authorize the President to call special meetings, then I would think the President could add his preferred items to the call for this meeting, provided sufficient notice is given. If not, then the President could not do so.

Certainly, after the time limit has passed for notice of the special meeting, then no one can add additional items, unless the bylaws provide otherwise.

Unless the bylaws provide otherwise, a properly called special meeting can't be canceled at all.

 

 

Yes exactly my whole point.  Since special meetings are a creature of the bylaws, the bylaws can put all kinds of (odd to us) conditions on them.

[Richard Brown]

On 1/31/2023 at 11:49 AM, Guest Karen Graddy said:

. . . can the president set the agenda outside the scope of the reasons given? Also, can the president cancel that meeting without Board approval?

As Mr. Martin (and perhaps others) stated, the answer is no, unless your own by laws and rules permit it. The rules in RONR do not give the president the authority to include additional items of business in a special meeting Called by the board or the membership nor do the rules in RONR give him the ability to cancel the meeting. The authority to do either of these would have to be in your own rules.

[J. J.]

On 1/31/2023 at 1:49 PM, Josh Martin said:

It seems to me that it depends on exactly what the bylaws say in regard to calling special meetings. If the bylaws also authorize the President to call special meetings, then I would think the President could add his preferred items to the call for this meeting, provided sufficient notice is given. If not, then the President could not do so.

 

I believe that this situation was described in the Fall 2022 National Parliamentarian in an article titled "Cancelling a Meeting  Remember Absentee Rights,"  footnote 4.

[Caryn Ann Harlos]

On 2/1/2023 at 8:49 PM, J. J. said:

I believe that this situation was described in the Fall 2022 National Parliamentarian in an article titled "Cancelling a Meeting  Remember Absentee Rights,"  footnote 4.

Indeed it was.