Adding additional signers to petition after the fact as correcting “clerical error”

[Big George]

Our bylaws provide that any member may call a special meeting by presenting a petition signed by 20% of the members to one of various officers.  Last year, a petition was delivered to our chairman that was signed by 19 out of 98 members.  The chairman mistakenly stated that the 20% threshold had been met (this is irrelevant under our rules - there is no confirmation of a meeting called in this manner - it is simply called by the delivery of the petition.)

The meeting was none-the-less held (or some members got together - whether or not it was a meeting is another matter). It was not well attended, but the 25% quorum requirement was met and those present believe they were able to conduct business.  Most members believed that the meeting was not valid called and did not attend that meeting.

Recently, in an attempt to justify the meeting, the member who initially requested it stated that he simply made a mistake and left other members off of the petition who had provided their approval (this is often done with an email from a member supporting the meeting call in lieu of a physical signature on a petition).  He says that he talked to the chairman before the meeting, who said that he could add the signatures he left off the petition and that this would constitute correcting a non substantive clerical error.  This does not appear in the meeting minutes and was, until now, months later, not communicated to the membership.

While the whole thing seems a little fishy to me, I search RONR for referencing to correcting clerical errors.  The only references I found were to correcting meeting minutes or document formatting, and in those cases the members, not the chairman, approved the corrections.

Not surprisingly, this has created great confusion.  I realize RONR cannot possibly anticipate everything that clever people might do.  

To me, it is pretty straightforward: either the petition for the meeting was signed by 20% of the members or it wasn’t.  Adding additional members to the petition after it was delivered is not possible, especially in this case where adding them would be very substantive - changing an improperly called meeting to one that may have been properly called.

I appreciate any insights any of you can add.

 

 

[Josh Martin]

On 4/19/2023 at 9:12 PM, Big George said:

The meeting was none-the-less held (or some members got together - whether or not it was a meeting is another matter). It was not well attended, but the 25% quorum requirement was met and those present believe they were able to conduct business.  Most members believed that the meeting was not valid called and did not attend that meeting.

Could you elaborate on that further? Why is it that members believed the meeting was not validly called? Did they count up the number of signatures and do the math themselves?

As to your original question, this is ultimately a question about your bylaws, not RONR. Without seeing the exact wording of the rule in your bylaws on this matter, I don't think I can attempt to answer this question.

[Richard Brown]

@Big George, it would help us if you would post the exact, verbatim language in the bylaws regarding calling special meetings.  Please don't paraphrase, but quote exactly.

[Big George]

On 4/19/2023 at 9:39 PM, Josh Martin said:

Did they count up the number of signatures and do the math themselves?

Yes.

[Big George]

On 4/19/2023 at 10:07 PM, Richard Brown said:

exact, verbatim language in the bylaws regarding calling special meetings

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

[Josh Martin]

On 4/20/2023 at 6:05 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

How else may they be called?

It seems clear that this threshold was not met, as the rule specifically states "by written petition signed by twenty percent (20%) of the total membership" which must be delivered "at least fourteen (14) days before the desired meeting date." I asked for the exact text of the rule to see if perhaps it said something more vague, but no, the rule is quite clear that the petition must be signed by twenty percent of the membership and that petition must be delivered no less than fourteen days before the desired meeting date. The petition which was delivered did not include signatures from 20% of the membership, and the issue was not "corrected" until the day of the meeting, which is well after the deadline. If the chair had caught the issue at the time the petition was submitted, then it may well have been possible to correct the error.

However, the rule in question states that "Special meetings also may be called by written petition," which implies they can also be called by other means. It's possible one of the other requirements was met.

Edited April 21, 2023 at 11:29 AM by Josh Martin