Planning session vs meeting

[Tomm]

The bylaws state the following:

"The RCSC Board of Directors may hold a planning session quarterly or as needed to discuss issues or to garner information from the General Manager. These sessions will be open for attendance by Members who will not be allowed to comment. These sessions will be video recorded and the agenda posted on the RCSC website prior to the meeting. Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the RCSC website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given."

Question: Some board members want to call a Special Session, call it a Planning Session and conduct business by actually voting on motions. Can that type of business be conducted according to the bylaws or do those types of issues need to be conducted at a regular board meeting.

I believe, because all motions are required to be voted on and passed at two consecutive meetings, and we're quickly approaching the end of the year, they believe this is a method of expediting the process. 

[Josh Martin]

On 8/27/2023 at 2:41 PM, Tomm said:

 Some board members want to call a Special Session, call it a Planning Session and conduct business by actually voting on motions.

The board can certainly call a special session and call it a special session and actually vote on motions.

"Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the RCSC website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given."

I am not clear on the purpose of calling it a planning session. You'll have to elaborate on that. In any event, the organization made up this "planning session" nonsense all on its own, so it will be up to the organization to interpret what business is in order at a planning session.

On 8/27/2023 at 2:41 PM, Tomm said:

Can that type of business be conducted according to the bylaws or do those types of issues need to be conducted at a regular board meeting.

So far as RONR is concerned, any business that could be conducted at a regular meeting may also be conducted at a special meeting, provided all rules for calling a special meeting are followed. To the extent there is any requirement that certain items of business may be considered only at a regular meeting, such a requirement would have to be found in the organization's rules.

On 8/27/2023 at 2:41 PM, Tomm said:

I believe, because all motions are required to be voted on and passed at two consecutive meetings, and we're quickly approaching the end of the year, they believe this is a method of expediting the process. 

I am not certain how the "planning sessions" fit into this, but it would seem to me that, yes, holding additional meetings is indeed a manner of "expediting the process" of complying with a rule that "all motions are required to be voted on and passed at two consecutive meetings." While this is a customized rule of the organization and it will ultimately be up to the organization to interpret it, it would generally seem to me that it would be permissible for one (or both) of the two consecutive meetings to be a special meeting.

It also continues to be my view that this is an incredibly ill-advised rule and the organization should just get rid of it, especially considering that the organization doesn't seem to think much of the rule either, given the amount of time they appear to dedicate to inventing new ways around it.

Edited August 28, 2023 at 02:01 PM by Josh Martin

[Tomm]

On 8/28/2023 at 6:58 AM, Josh Martin said:

So far as RONR is concerned, any business that could be conducted at a regular meeting may also be conducted at a special meeting,

I agree with that but the bylaw also states, "The RCSC Board of Directors may hold a planning session quarterly or as needed to discuss issues or to garner information from the General Manager."

If it's classified as a "Planning Session", then it seems to me that they can only "discuss or garner information." I read nothing that authorizes them to vote on any decision, but I guess that's where you're saying the interpretation is up to the board to decide?

[puzzling]

On 8/28/2023 at 2:58 PM, Josh Martin said:

the organization made up this "planning session" nonsense all on its own, so it will be up to the organization to interpret what business is in order at a planning session.

If an organisation makes up nonsense all on their own, they have to make sense of it (all on their own)

[Josh Martin]

On 8/28/2023 at 12:24 PM, Tomm said:

I agree with that but the bylaw also states, "The RCSC Board of Directors may hold a planning session quarterly or as needed to discuss issues or to garner information from the General Manager."

If it's classified as a "Planning Session", then it seems to me that they can only "discuss or garner information." I read nothing that authorizes them to vote on any decision, but I guess that's where you're saying the interpretation is up to the board to decide?

For starters, why are they bothering to call it a planning session at all? Why not just call an actual special meeting, so that there is no doubt on this question? What am I missing?

"Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the RCSC website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given."

To the extent that this is classified as a "planning session," then there may be some doubt as to whether business may be conducted at such sessions. But yes, it will ultimately be up to an organization to interpret its own rules. RONR does not have anything called a "planning session" and provides no guidance as to what business may or may not be conducted at such sessions. Since this is a creation of your organization's bylaws, it will be up to your organization to interpret what business, if any, may be conducted at such sessions. I don't think I can provide a conclusive interpretation based on the facts provided, but certainly an interpretation that nothing can be done at such sessions except to "discuss issues or to garner information from the General Manager" is one possible interpretation.

(Although this interpretation does raise the question of what the point is of creating these sessions in the bylaws the first place, since it seems to me such sessions could be held whether or not this rule existed.)

[Atul Kapur]

On 8/28/2023 at 2:41 PM, Josh Martin said:

For starters, why are they bothering to call it a planning session at all? Why not just call an actual special meeting, so that there is no doubt on this question? What am I missing?

The OP tells us that the bylaws specify that planning sessions are for a particular purpose and "will be open for attendance by Members who will not be allowed to comment." [emphasis added]

I seem to recall that this is different for meetings of the board, where members are allowed to comment (on some matters, at least).

[Tomm]

On 8/28/2023 at 11:58 AM, Atul Kapur said:

The OP tells us that the bylaws specify that planning sessions are for a particular purpose and "will be open for attendance by Members who will not be allowed to comment." [emphasis added]

I seem to recall that this is different for meetings of the board, where members are allowed to comment (on some matters, at least).

True, Members cannot comment during planning sessions.

I believe the planning session was established because some Members were suspicious that the board was meeting outside of the regularly called meetings and making decisions. The planning session was intended to allow board members to meet and discuss things openly.

At one time they also had what they called Work Sessions, which were closed to the general Membership, but that supposedly allowed the board more freedom of discussion without worrying about what the Members might think! 

[Josh Martin]

On 8/28/2023 at 4:11 PM, Tomm said:

I believe the planning session was established because some Members were suspicious that the board was meeting outside of the regularly called meetings and making decisions.

But there is, in fact, an option for the board to do this.

"The RCSC Board of Directors may hold a planning session quarterly or as needed to discuss issues or to garner information from the General Manager. These sessions will be open for attendance by Members who will not be allowed to comment. These sessions will be video recorded and the agenda posted on the RCSC website prior to the meeting. Special Sessions of the Board may be called by the President or upon the written request of three (3) or more Board of Directors. The purpose of the meeting shall be stated in the call and posted on the RCSC website. Except in cases of emergency, at least seventy-two (72) hours’ notice shall be given."

In my view, the "planning sessions" and "special sessions" are two separate things. So the obvious solution here is to call a special session. There is no doubt that a special session may conduct business.