Special meeting Previous Notice

[Tomm]

I'm a little confused with 9:16! 

Is that saying that the notice in the call of a special meeting is not, or may not, be sufficient notice if the bylaws have certain other requirements on specific items? 

[Rob Elsman]

Previous notice of a motion is defined in RONR (12th ed.) 1:7.  You should understand the distinction between notice of a meeting and notice of a motion.

[Josh Martin]

On 8/31/2023 at 2:26 PM, Tomm said:

I'm a little confused with 9:16! 

Is that saying that the notice in the call of a special meeting is not, or may not, be sufficient notice if the bylaws have certain other requirements on specific items? 

What 9:16 is saying is that the requirement to include the subject matter of a special meeting in the call and previous notice requirements are not quite the same thing. Among other things, this means it is correct that what suffices for inclusion in the call of a special meeting may not satisfy previous notice requirements.

"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." RONR (12th ed.) 9:16

When a special meeting is called, the purpose of the special meeting must be included in the notice. But that's not quite the same thing as "previous notice," which is required for certain motions, and in other cases, lowers the threshold for adoption of the motion. What's included in the call of a special meeting is more general than what is required for "previous notice." A general subject matter could be provided, and there would not be a need for the specific motion(s) which are intended to be made.

"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. 

Conversely, previous notice requires more detail and must, at a minimum, include an accurate and complete statement of purport of the specific motions to be made.

"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

This is also related to the concept of "scope of notice." This term is applicable to motions which require previous notice (or for which such notice lowers the threshold for adoption). If previous notice is required, then no amendments which would exceed the scope of notice are in order. If previous notice lowers the threshold for adoption, then if an amendment is adopted which exceeds the scope of notice, the situation is now the same as if no notice had been given, and the higher threshold is required.

Conversely, if a motion must be included in the call of a special meeting, but there is no specific requirement of "previous notice" for the motion, then any amendments to the motion are in order so long as they are germane to the motion and do not exceed the subject matter specified in the call. The concept of "scope of notice" is not applicable in this case.

So it may well be the case that the description in a call is sufficiently detailed for purposes of consideration of a motion at a special meeting, but is not sufficient for purposes of constituting "previous notice."

In addition to this, there is also the fact that notice requirements may vary, in which event the requirement with the greatest amount of notice will be controlling. For example, suppose a society's bylaws require seven days of notice for a special meeting, but require 30 days of notice for an amendment to the bylaws. In such a case, if it is desired to consider a bylaw amendment at a special meeting, it will be necessary to give at least 30 days of notice of a proposed amendment to the bylaws, even although the ordinary requirement for notice of a special meeting is only seven days.

Edited August 31, 2023 at 07:46 PM by Josh Martin

[Tomm]

What do you mean by lowering the threshold?

[Weldon Merritt]

On 8/31/2023 at 6:17 PM, Tomm said:

What do you mean by lowering the threshold?

Some motion require a two-thirds vote for adoption of made without previous notice, but if previous notice is given, they may be adopted by a majority vote. So previous notice thus lowers the threshold for adoption from two-thirds to a majority.

[Rob Elsman]

A good example of what Mr. Merritt is discussing is the motion, Rescind or Amend Something Previously Adopted, RONR (12th ed.) §35.

• When previous notice has been properly given, this motion can be adopted by majority vote; but,
• When previous notice has not been given, it can only be adopted either by a two-thirds vote or a vote of the majority of the entire membership (whichever is attained).

These things being so, it will be seen that it is often advantageous, though not required, for previous notice to be given in order to maximize the chances that the motion will be adopted.