Special meeting notice and a special rule

[J. J.]

The hypothetical society has bylaws similar to the sample bylaw in RONR.  The main difference is the is in Article V (56:23), Section 3.  The last line is different and reads "Notice shall be sent to all members at least three days before the meeting."  The rest of the bylaws are the same.

1.  Based on 9:15 and 9:16, must the call of the special meeting include the subject of the motions to be considered?

2.  If the answer to the first question is yes, may the assembly adopt a special rule that would remove the requirement for the subject to be included in the notice, e.g. "Notice for special meetings shall not be required to include the subject of the meeting."

3.  It the answer is no, may the assembly adopt a special rule that would require the the subject to be included in the notice, e.g. "Notice for special meetings shall be required to include the subject of the meeting."

 

[Dan Honemann]

On 6/27/2023 at 11:34 AM, J. J. said:

The hypothetical society has bylaws similar to the sample bylaw in RONR.  The main difference is the is in Article V (56:23), Section 3.  The last line is different and reads "Notice shall be sent to all members at least three days before the meeting."  The rest of the bylaws are the same.

1.  Based on 9:15 and 9:16, must the call of the special meeting include the subject of the motions to be considered?

Yes; 56:36 specifically says so.

On 6/27/2023 at 11:34 AM, J. J. said:

2.  If the answer to the first question is yes, may the assembly adopt a special rule that would remove the requirement for the subject to be included in the notice, e.g. "Notice for special meetings shall not be required to include the subject of the meeting."

I can't think of any reason why not.

[Josh Martin]

On 6/27/2023 at 10:34 AM, J. J. said:

1.  Based on 9:15 and 9:16, must the call of the special meeting include the subject of the motions to be considered?

Yes.

On 6/27/2023 at 10:34 AM, J. J. said:

2.  If the answer to the first question is yes, may the assembly adopt a special rule that would remove the requirement for the subject to be included in the notice, e.g. "Notice for special meetings shall not be required to include the subject of the meeting."

I suppose that it could. The rule in question is found in RONR, not the bylaws, and it is not one of the rules RONR says can only be overridden by a rule in the bylaws. A special rule of order can override any provision in RONR, except where RONR provides otherwise.

"Special rules of order supersede any rules in the parliamentary authority with which they may conflict.

However, when the parliamentary authority is prescribed in the bylaws, and that authority states that a certain rule can be altered only by a provision in the bylaws, no special rule of order can supersede that rule." RONR (12th ed.) 2:16n5

I take it the intent of this is to permit the assembly to conduct any business it wishes at a special meeting, just as it could at a regular meeting? If so, it may be best to be more explicit about that in the rule.

[J. J.]

On 6/27/2023 at 2:36 PM, Josh Martin said:

Yes.

I suppose that it could. The rule in question is found in RONR, not the bylaws, and it is not one of the rules RONR says can only be overridden by a rule in the bylaws. A special rule of order can override any provision in RONR, except where RONR provides otherwise.

"Special rules of order supersede any rules in the parliamentary authority with which they may conflict.

However, when the parliamentary authority is prescribed in the bylaws, and that authority states that a certain rule can be altered only by a provision in the bylaws, no special rule of order can supersede that rule." RONR (12th ed.) 2:16n5

I take it the intent of this is to permit the assembly to conduct any business it wishes at a special meeting, just as it could at a regular meeting? If so, it may be best to be more explicit about that in the rule.

I'm in agreement with both of you though I had not seen 56:36, which strengthens that position.

If it was the intent to permit the assembly to conduct business at a special meeting as it would at a regular meeting, I would probably go with something like, "Special meetings may be called for general purposes."  That was not my intent; it was to ask how the rule would function.  

[Josh Martin]

On 6/27/2023 at 2:04 PM, J. J. said:

I'm in agreement with both of you though I had not seen 56:36, which strengthens that position.

If it was the intent to permit the assembly to conduct business at a special meeting as it would at a regular meeting, I would probably go with something like, "Special meetings may be called for general purposes."  That was not my intent; it was to ask how the rule would function.  

I don't quite know how a rule which simply says "Notice for special meetings shall not be required to include the subject of the meeting" would function, which is why I think it is important for the rule to be more clear about the intent (whatever that might be). My best guess would be the intent of such a rule would be to permit the assembly to conduct any business, just as it could at a general meeting, but conceivably there could be other purposes for such a rule.

[Gary Novosielski]

I agree that it is better to be explicit as to the intent.  Merely stating that the notice of the meeting (I think this should properly be termed the "call") need not state the subjects to be discussed is ambiguous.  What would be the result--a properly called meeting that could discuss anything, or a meeting that could not discuss anything, notwithstanding the fact that it had been properly called.

Just eliminating the duty to describe the business does not remove the rule that governs what happens when it is omitted.  The intent might seem obvious, but it's better off stated.