What is proper notice for special meetings when it isn't specified in the by laws?

[Guest Stephanie]

An email was sent out this afternoon to members of the board and the administration of our school.  Apparently a special meeting was called to vote on removing the presiding officer.  There were 24 members present and the vote was unanimous to remove the presiding officer and declare her not in good standing.  I'm the parliamentarian for this organization and I have no idea who was present and voted at this meeting.  No one on our board received any kind of notice for the meeting nor was anything posted on any social media.  I also know that 2 members outside of this group and not on the executive board also confirmed they received no notice of this meeting.  This group also voted to remove the IT person and proposed an amendment change to the by laws.  Based on what I'm reading in RR's, do they need to supply proof that they gave notice? 

Here is the language in our by laws regarding special meetings:  "Special meetings may be called by the President, majority of the Board or at written request of twenty (20) booster members.  Notice and purpose of such special meetings shall be advised to each member by telephone, electronic media or by mail, as circumstances permit". 

Regarding meeting notice, here is what our by laws state:  Meeting of the Band Boosters shall be held regularly during the school year.  Board and Booster meeting dates and times will be decided on by the board at the last regular board meeting.  Executive board and band booster membership meetings must be held in the following moths:  January, February (nominating committee), March, April (elections), May (officer installation), June, July, August, September, October, November and December."  Also, this particular group has been trying to remove the president for a long time.  There is a very personal agenda going on behind the scenes with this group as they hate the presiding officer and want her removed.  A select few are very disruptive in meetings.  

What is considered reasonable notice if it's not specified in the by laws?  Is this meeting and thus the vote valid?  Also who needs to present at a special meeting?  Someone took minutes but it wasn't our elected secretary.  

[Josh Martin]

On 2/12/2023 at 10:33 PM, Guest Stephanie said:

Based on what I'm reading in RR's, do they need to supply proof that they gave notice? 

RONR has no specific requirement that the members "supply proof that they gave notice," but in the event a dispute arises over whether notice was given, then it would certainly be desirable to have proof of this fact. Members are certainly free to take the lack of proof into account when discussing the appeals raised concerning this matter.

On 2/12/2023 at 10:33 PM, Guest Stephanie said:

Here is the language in our by laws regarding special meetings:  "Special meetings may be called by the President, majority of the Board or at written request of twenty (20) booster members.  Notice and purpose of such special meetings shall be advised to each member by telephone, electronic media or by mail, as circumstances permit". 

I would note that I am not certain this language permits twenty booster members to call a meeting directly. Rather, it would seem to me that the appropriate course of action would be for the boosters to submit their request, signed by at least 20 members, to the board, and then the President or the board would be the ones to actually call the special meeting and provide notice.

On 2/12/2023 at 10:33 PM, Guest Stephanie said:

What is considered reasonable notice if it's not specified in the by laws?

RONR has no guidance on this matter. It's supposed to be specified in the bylaws. RONR simply provides that the notice must be sent a reasonable time in advance. How much notice is reasonable will vary from assembly to assembly. A large national convention will likely need more notice than a small local club. Since it seems from the facts presented that notice was not provided at all, I'm not sure it makes a difference in this case. But in the long run, it would seem desirable to amend the bylaws to specify how much notice must be given for special meetings.

"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

I would note that, in addition to the concerns regarding notice of special meetings, there is also the fact that the matters considered at this meeting involved removal of an officer, which has additional considerations. I would first check your bylaws to see what they say regarding removal of officers or, if your bylaws are silent, see FAQ #20. While it is not necessary to reach these questions in this case since it seems quite likely the entire meeting was invalid, it may be advisable to study these matters for the future, since it seems likely from the facts presented that these matters will arise again.

On 2/12/2023 at 10:33 PM, Guest Stephanie said:

Is this meeting and thus the vote valid?

We are told that several members of the association, including all members of the board and at least two other members "received no notice of this meeting." Assuming this is correct, there is no doubt that the meeting and any business conducted at the meeting is invalid. While the bylaws do not specify the number of days notice required for a special meeting, both your bylaws and RONR provide that notice must be sent to all members.

The way to handle this matter is that, at the next regular meeting of the association or at a properly called special meeting, the chair would make a ruling (either on his own initiative or in response to a Point of Order) that the meeting and the business conducted at the meeting are null and void, due to the failure to provide notice of the meeting to all members. In the event a member disagrees with this ruling, the member would appeal from the decision of the chair. If this motion is seconded, that places the question in the hands of the assembly. A majority vote would be required to overturn the chair's ruling.

During the debate on the appeal would certainly be a good time for any members arguing the meeting was valid to present any proof they have of the notice being sent to all members, to the extent such proof exists.

On 2/12/2023 at 10:33 PM, Guest Stephanie said:

Also who needs to present at a special meeting? Someone took minutes but it wasn't our elected secretary.  

I'm not quite sure I understand the question.

Perhaps you meant to ask who needs to be present. In this event, the rules on this matter are the same as for any other meeting - a quorum must be present in order to conduct business. In the event the regular presiding officer and the regular secretary are absent, the appropriate course of action is for the assembly to elect a Chair Pro Tempore and Secretary Pro Tempore to serve for that meeting.

Edited February 13, 2023 at 06:47 PM by Josh Martin

[Guest Stephanie]

I have reviewed your comments.  A couple of questions...so under these circumstances is the presiding officer still the presiding officer?  Should I respond to this email?  My original thought was to ask to the member who sent it to advise when notice was sent, to whom and what was the purpose.  Or should it be addressed per your comment above "The way to handle this matter is that, at the next regular meeting of the association or at a properly called special meeting, the chair would make a ruling (either on his own initiative or in response to a Point of Order) that the meeting and the business conducted at the meeting are null and void, due to the failure to provide notice of the meeting to all members"

[Josh Martin]

On 2/13/2023 at 8:15 AM, Guest Stephanie said:

A couple of questions...so under these circumstances is the presiding officer still the presiding officer?

I am inclined to think so. As I understand the facts, what is purported to be a meeting of the association was held by some persons who are members of the association, however, notice of this meeting was not provided to all members. While there is ordinarily a presumption that an action is valid until there has been a ruling to the contrary, I don't think that presumption extends to this case.

On 2/13/2023 at 8:15 AM, Guest Stephanie said:

Should I respond to this email?

That's up to you.

On 2/13/2023 at 8:15 AM, Guest Stephanie said:

My original thought was to ask to the member who sent it to advise when notice was sent, to whom and what was the purpose. 

Seems reasonable.

[Richard Brown]

On 2/13/2023 at 8:15 AM, Guest Stephanie said:

My original thought was to ask to the member who sent it to advise when notice was sent, to whom and what was the purpose.

 

On 2/13/2023 at 10:36 AM, Josh Martin said:

Seems reasonable.

I agree, but I would also ask for an actual copy of the notice.  You need to know exactly what the notice said.  As I believe Mr. Martin correctly pointed out, it is also important to know if the notice was sent to ALL members.

Edited to add:  I want to thank Mr. Martin for his very thorough response to the original post.  I wanted to respond similarly when I saw the original post last night, but did not have the time to respond properly and fully at that time.  I'm glad Mr. Martin did.

Edited February 13, 2023 at 06:31 PM by Richard Brown
Added last paragraph

[Gary Novosielski]

"...and the business conducted at the meeting are null and void, due to the failure to provide notice of the meeting to all members"

Yes, I concur with that, but I am additionally persuaded that the meeting was not properly called due to the requirement that 20 members must submit a written request for the meeting.  I would seek to know who sent the request, who received it, and whether it was signed by 20 members.

Unfortunately the bylaws are hazy about who is to receive the request, but it clearly goes beyond simply sending out meeting calls.  Absent a designation, I would assume it would fall under the generic duties of the secretary to receive written requests.