Special Meeting

[Cathy]

Does the President of the Board have to chair at a Special Meeting? Also, who sets the agenda at a Special Meeting? Members have called a special meeting and we want to be able to set the agenda and run the meeting to conduct business at the meeting, will this be possible?

If the Board presides over the meeting, they will fill the meeting up with so many things on the agenda that the members will not be able to discuss and vote on the specific topics that we wish to discuss at the Special Meeting. 

Any advice on logistics related to creating the agenda and following the agenda is appreciated. 

 

[J. J.]

On 6/14/2023 at 1:29 AM, Cathy said:

Does the President of the Board have to chair at a Special Meeting? Also, who sets the agenda at a Special Meeting? Members have called a special meeting and we want to be able to set the agenda and run the meeting to conduct business at the meeting, will this be possible?

If the Board presides over the meeting, they will fill the meeting up with so many things on the agenda that the members will not be able to discuss and vote on the specific topics that we wish to discuss at the Special Meeting. 

Any advice on logistics related to creating the agenda and following the agenda is appreciated. 

 

As a rule, only items mentioned in the call of the meeting may be considered (9:15).  Unless this more than one item, an agenda is not needed.  If there are several items in the notice, the members present may adopt an agenda (41:61). 

The president presides, though the rules may be suspended (2/3 vote) to permit someone else to preside (47:13). 

Note that members may not call a special meeting unless the bylaws so provide. 

[Gary Novosielski]

If you have already called the special meeting you may have painted yourself into a corner.

First off, the Board does not preside over a Membership meeting.  The president (and secretary) may be the presiding (and recording) officer for both kinds of meetings, but the Board is not in session and has no power during a Membership meeting--whether regular or special.

But the problem is that the business to be considered at a special meeting must be clearly described in the call of the meeting (the written notice that must be sent to all members).  If you have already sent out the call, you may have missed the boat.

So there's no need for an agenda, since no business will be in order except what was described in the call of the meeting, and that's decided by whoever is calling the meeting. 

 

[Cathy]

It says that you do not have to include the specific motions. We want to do several motions for Bylaws. The call says "to discuss Bylaws and COI" do we have to redo the special meeting call notice to say "vote on topics related to Bylaws and COI?" How should the special meeting notice read if we will vote at the meeting. i thought it was understood that we could vote. Who gets to decide who the presenters are, going back to the agenda? Is it only the people signing the petition? Then others can debate but we don't have to give them "presenting" time for non-vote related topics...would that be correct?

[Joshua Katz]

You do not have to include specific motions to call a special meeting, but you probably have to include the precise motions to make notice for bylaw amendments if in writing. (I say probably only because you could adopt bylaws not requiring previous notice.) 

[Gary Novosielski]

On 6/14/2023 at 6:58 AM, Cathy said:

It says that you do not have to include the specific motions. We want to do several motions for Bylaws. The call says "to discuss Bylaws and COI" do we have to redo the special meeting call notice to say "vote on topics related to Bylaws and COI?" How should the special meeting notice read if we will vote at the meeting. i thought it was understood that we could vote. Who gets to decide who the presenters are, going back to the agenda? Is it only the people signing the petition? Then others can debate but we don't have to give them "presenting" time for non-vote related topics...would that be correct?

You can use the word "consider" which includes the whole process.  You do not need to list the motions word for word, but you will need to be more specific than that.   "Topics related to" tells me next to nothing.  The call must "clearly and specifically describ[e] the subject matter of the motions or items of business to be brought up", i.e. what are you trying to accomplish?

And if you are doing bylaws amendments, that will almost certainly have more strict requirements for notice that goes well beyond the minimum needed for a special meeting.  Check your bylaws for the rules pertaining to their own amendment.  You don't want to get bitten by a Point of Order on account of a small mistake.

I'm not sure what these "presentations" involve.  Are they in the nature of committee reports?  Or reports of some breakout group? In any case, the callers of the meeting set the topics, so nobody can just get up and give a "presentation" on the price of Sumatran cloves, no.  But I would tend to think that if a topic is non-vote-related, it might as well be covered in an e-mail. RONR's rules say that discussion of a topic is not in order without a motion on the floor.

[Josh Martin]

On 6/14/2023 at 12:29 AM, Cathy said:

Does the President of the Board have to chair at a Special Meeting?

Ultimately, no.

Exactly how someone else would preside depends on the details. If the President does not wish to preside, the President can relinquish the chair to the Vice President or, with the consent of the assembly, to some other person.

If the President wishes to preside, but the assembly disagrees, the assembly may suspend the rules by a 2/3 vote in order to have the Vice President (or some other person) preside.

If a person other than the President or Vice President presides, this person is known as a "Chair Pro Tempore."

On 6/14/2023 at 12:29 AM, Cathy said:

Also, who sets the agenda at a Special Meeting?

The agenda for any meeting is ultimately set by the assembly itself, by majority vote. In the case of a special meeting, however, the assembly is limited to considering the items included in the "call" of the meeting. This is intended to give notice to members of the matters to be considered at the meeting. As a result, the agenda would also need to be limited to those items.

Who has the authority to call a special meeting should be specified in your bylaws.

On 6/14/2023 at 12:29 AM, Cathy said:

Members have called a special meeting and we want to be able to set the agenda and run the meeting to conduct business at the meeting, will this be possible?

Members may set the agenda, however, as noted above, the special meeting is limited to the items included in the call of the meeting.

The members ultimately "run" the meeting regardless of who presides. What I understand you to be asking, however, is whether the members may elect a presiding officer of their choice. As noted above, yes, the members may suspend the rules, by a 2/3 vote, to elect a person other than the regular presiding officer to preside over the meeting.

On 6/14/2023 at 12:29 AM, Cathy said:

If the Board presides over the meeting, they will fill the meeting up with so many things on the agenda that the members will not be able to discuss and vote on the specific topics that we wish to discuss at the Special Meeting. 

I would first note that "the Board" does not preside over the meeting. The presiding officer is an individual, not a group. Further, the assembly itself, not the board or the presiding officer, sets the agenda.

Once again, it must also be remembered that a special meeting is limited to considering the items included in the call. If an agenda is adopted for a special meeting, the agenda is not required to include all items listed in the call, but the agenda cannot include items which are not listed in the call.

On 6/14/2023 at 12:41 AM, Gary Novosielski said:

So there's no need for an agenda, since no business will be in order except what was described in the call of the meeting, and that's decided by whoever is calling the meeting. 

I would disagree slightly. While it is correct that a special meeting is limited to considering the business listed in the call, and therefore it is correct that there is no "need" for an agenda, it is conceivable that an agenda may be desirable for a special meeting if the call includes numerous items of business, to provide the order in which those items are considered, and possibly to set specific times at which items of business would be considered.

On 6/14/2023 at 5:58 AM, Cathy said:

It says that you do not have to include the specific motions.

I'm not sure what "it" you are referring to. Are you referring to RONR (12th ed.) 9:16?

"The requirement that business transacted at a special meeting be specified in the call should not be confused with a requirement that previous notice of a motion be given. Although the call of a special meeting must state the purpose of the meeting, it need not give the exact content of individual motions that will be considered. When a main motion related to business specified in the call of a special meeting is pending, it is as fully open to germane amendment as if it had been moved at a regular meeting."

In this respect, I am in agreement that it is not required to include the exact wording of the specific motions. The text also provides, however:

"A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. 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, emphasis added

So while the exact wording of the motions need not be included in the call, the call must "clearly and specifically" describe the "subject matter" of the motions.

If you are referring to something else, please clarify.

On 6/14/2023 at 5:58 AM, Cathy said:

The call says "to discuss Bylaws and COI" do we have to redo the special meeting call notice to say "vote on topics related to Bylaws and COI?"

Neither of these is sufficient. Both are far too vague to "clearly and specifically" describe the "subject matter" of the motions. Rather, the call would need to discuss at least the general subject matter of the particular amendments to the Bylaws and COI to be proposed.

Furthermore, if the bylaws require previous notice for their amendment (as is generally the case), that has even more stringent requirements for notice than the general requirement for notice of a special meeting. While the exact text is still not required (unless the bylaws so provide), the notice must contain a "statement of purport" which is "accurate and complete." So while the exact text is not needed, you should, essentially describe the specific amendments to the bylaws which are proposed.

"If previous notice is given at a meeting, it can be given orally unless the rules of the organization require it to be in writing—which is often the case with notice of amendments to bylaws. Unless the rules require the full text of the motion, resolution, or bylaw amendment to be submitted in the notice, only the purport need be indicated; but such a statement of purport must be accurate and complete—as in “to raise the annual dues to $20”—since it will determine what amendments are in order when the motion is considered. The notice becomes invalid if the motion is amended beyond the scope of the notice (see also 35, 57)." RONR (12th ed.) 10:47

As to "redoing" the call, it's not clear to me whether the call has already been sent to members or if you're still workshopping it before sending it to members (or sending it to the officer responsible for sending it to members). Which of those is the case will determine whether it is possible to "redo" the call, or if it will be necessary to call an entirely new special meeting with a separate call.

On 6/14/2023 at 5:58 AM, Cathy said:

How should the special meeting notice read if we will vote at the meeting. i thought it was understood that we could vote.

Yes, voting (or at least the possibility of voting) is implied. That isn't the problem. The problem is that you need to be more specific about what exactly is being proposed, especially in the case of items requiring previous notice, which is often the case for amending the bylaws. Simply saying "bylaws and COI" is much too vague to fairly inform members of the purpose of the special meeting.

On 6/14/2023 at 5:58 AM, Cathy said:

Who gets to decide who the presenters are, going back to the agenda?

I don't know what you mean by "presenters." Do you mean the motion maker? The people speaking in debate?

Any member is free to make the motion, and any member is free to speak in debate, unless your organization's rules provide otherwise or if the assembly adopts rules providing otherwise at the meeting. Generally, such details are not placed on the agenda.

If you mean something else by "presenters," please clarify.

On 6/14/2023 at 5:58 AM, Cathy said:

Is it only the people signing the petition? Then others can debate but we don't have to give them "presenting" time for non-vote related topics...would that be correct?

I still don't know what you mean by "presenters."

[Cathy]

I guess we thought that both sides would present for and against. I understand that members have a 10 minute limit. I am understanding now, from this clarification that much of the "debate" has to occurred outside the meeting and prior to the meeting. There has been a lot of misinformation presented and we will need more than 10 minutes to get the facts out. I am wondering if this is typically, and how it is handled when there almost needs to be a meeting before the special meeting, to allow people more time to become informed on the specific topics up for debate. 

[Rob Elsman]

Nothing in RONR (12th ed.) leads me to think that "much of the debate has to occur[] outside the meeting and prior to the meeting." The assembly has complete control over the parameters of debate, including the length and number of each member's speeches, the total amount of time allowed for debate, or the hour at which debate closes. The assembly also has the ability to fix the time to which to adjourn and resume the debate at a later meeting held either later the same day or another day.

[Rob Elsman]

It is also worth mentioning that the assembly can refer a motion or topic to a committee to thoroughly investigate the matter and make recommendations for further action by the parent assembly. Having a smaller group handle the "nitty gritty" may be more convenient and efficient.

[Josh Martin]

On 6/19/2023 at 6:46 AM, Cathy said:

I guess we thought that both sides would present for and against. I understand that members have a 10 minute limit.

Yes, this is correct. What was confusing me is that you referred to both "presentations" and "debate" as if these were two separate things.

As previously noted, all members have the right to speak in debate. As you note, the default limits on debate is that each member may speak up to twice per day on each debatable motion, for up to ten minutes each time. The assembly may use the motion to Limit or Extend Limits of Debate to vary these limits if needed, which requires a 2/3 vote.

On 6/19/2023 at 6:46 AM, Cathy said:

I am understanding now, from this clarification that much of the "debate" has to occurred outside the meeting and prior to the meeting.

No, this is not correct. Debate is in order at the meeting, as has been previously noted.

On 6/19/2023 at 6:46 AM, Cathy said:

There has been a lot of misinformation presented and we will need more than 10 minutes to get the facts out.

As previously noted, the default limits on debate is that each member may make up to two speeches per day on each debatable motion. So that's a minimum of 20 minutes, but it will add up to quite a bit more since there is (presumably) more than one member supporting the motion, and it also sounds like there may be more than one motion.

If the assembly wishes to modify the limitations on debate, this may be done by a 2/3 vote. Perhaps the assembly wishes, for example, to grant certain speakers on each side of the debate additional time to set the stage and lay out the key points. The assembly is free to do so.

Edited June 19, 2023 at 07:07 PM by Josh Martin

[Big George]

On 6/15/2023 at 8:03 AM, Josh Martin said:

the assembly is limited to considering the items included in the "call" of the meeting. This is intended to give notice to members of the matters to be considered at the meeting. As a result, the agenda would also need to be limited to those items.

Can including the item “New Business” in the call be used to open up a Special Meeting to matters not otherwise referenced in the call?  There are some in our organization who think this is a clever way to get around the restriction.  It seems to me like it eviscerates the protection which I understand is intended to help members decide whether they need to rearrange their schedules to attend the special meeting. But I couldn’t find anything in the rules that prohibits it.

[Bruce Lages]

No - see the quote from RONR in Mr. Martin's response from June 15 above. 'New Business' is not remotely close to "clearly and specifically describing the subject matter of the motions or items of business to be brought up".

[Gary Novosielski]

On 6/24/2023 at 10:43 PM, Big George said:

Can including the item “New Business” in the call be used to open up a Special Meeting to matters not otherwise referenced in the call?  There are some in our organization who think this is a clever way to get around the restriction.  It seems to me like it eviscerates the protection which I understand is intended to help members decide whether they need to rearrange their schedules to attend the special meeting. But I couldn’t find anything in the rules that prohibits it.

The prohibition is quite explicit in the definition of a Special Meeting:

9:13
A special meeting (or called meeting) is a separate session
of a society held at a time different from that of any regular
meeting, and convened only to consider one or more items of
business specified in the call of the meeting.

And see:

9:15
The only business that can be transacted at a special
meeting is that which has been specified in the call of the
meeting. This rule, however, does not preclude the
consideration of privileged motions, or of any subsidiary,
incidental, or other motions that may arise in connection with
the transaction of such business or the conduct of the meeting.

These exceptions allow motions such as amendment, referral, taking a recess, and other secondary motions that are necessary to properly conduct business, but that would not be included in the call.  Nothing in these rules or anywhere else permits New Business.

Edited to add:

Well, unless of course the matters proposed to be considered under New Business are "clearly and specifically describ[ed]" in the call.  Musteline behavior is not rewarded.

Edited June 25, 2023 at 05:04 AM by Gary Novosielski

[Big George]

On 6/24/2023 at 11:30 PM, Gary Novosielski said:

Nothing in these rules or anywhere else permits New Business.

Thank you all for your comments.  Sometime I feel like the only sane person left in our organization.  Rather seeing what the rules say and then following them, it seems like everyone wants to twist the rules and do whatever they feel like.

[puzzling]

On 6/25/2023 at 3:49 PM, Big George said:

Thank you all for your comments.  Sometime I feel like the only sane person left in our organization.  Rather seeing what the rules say and then following them, it seems like everyone wants to twist the rules and do whatever they feel like.

I think here is a need for the hardback version. (To hit the uneducated  on the head ) but maybe also give them some softback or ebook versions of RONR or RONRIB to study.

[Josh Martin]

On 6/24/2023 at 9:43 PM, Big George said:

Can including the item “New Business” in the call be used to open up a Special Meeting to matters not otherwise referenced in the call?

No.

"A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. 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, emphasis added

"New Business" does not "clearly and specifically" describe the subject matter of the motions or items of business.

[Gary Novosielski]

On 6/25/2023 at 10:49 AM, Big George said:

Thank you all for your comments.  Sometime I feel like the only sane person left in our organization.  Rather seeing what the rules say and then following them, it seems like everyone wants to twist the rules and do whatever they feel like.

Where there is no law, but every man does what is right in his
own eyes, there is the least of real liberty.
—HENRY M. ROBERT