Meeting Request by Members to Secretary

[Guest BrendaR.]

Our bylaws say, " the organization shall meet on an as needed basis as determined by the president or the board of directors."

Then goes on to say, " special meetings of the organization may be called by the president or by majority of the board of directors or by the secretary upon request of any 5 voting members in good standing in the organization."

Are there any requirements in the requests of the members to the secretary for a meeting?

Does the request for a meeting need to state they request a special meeting?

If the request states a membership meeting, is the request considered a request for a special meeting?

 

[Gary Novosielski]

A meeting is either a regular meeting or a special meeting.

If it's being requested by five members instead of by normal scheduling, then it's a special (called) meeting.  If it's being requested, it is, by definition, special.  The membership can only request a membership meeting.  The five members of the organization cannot request a board meeting.  If "the organization" is meeting, that's a membership meeting.

[Guest BrendaR.]

@Gary Novosielski thank you. In regards to timing of the meeting, the bylaws are silent. So as long as we follow Montana Code Annotated 2021 title 35-2-530. Notice of meeting.  And schedule the meeting for "not less than 10 days before the meeting date or, more than 60 days before the meeting date" we will have satisfied the meeting request and followed scheduling protocol?

[Gary Novosielski]

Yes.  Presuming your organization is subject to those code requirements, if your notice to all members occurs within that window and meets any other requirements of that rule, your special meeting is properly called.

However, note well that unlike a regular meeting, at a Special Meeting only those items of business that are specifically described in the call of the meeting may properly be considered.  So be certain to clearly describe those matters you want to take up, or you will have a properly called meeting that can't do any business.

[Guest BrendaR.]

@Gary Novosielski Would it be permissible to schedule a regular meeting instead of a special meeting? 

[Gary Novosielski]

On 10/17/2023 at 2:55 PM, Guest BrendaR. said:

@Gary Novosielski Would it be permissible to schedule a regular meeting instead of a special meeting? 

On 10/16/2023 at 10:42 PM, Guest BrendaR. said:

Then goes on to say, " special meetings of the organization may be called by the president or by majority of the board of directors or by the secretary upon request of any 5 voting members in good standing in the organization."

No.  As you can see, any meetings called by this rule are by definition special meetings.  

Regular meetings are those that happen at regular intervals according to the rules in your bylaws regarding how regular meetings are scheduled.  There should be no need for members to request regular meetings, since these are supposed to be scheduled at predictable intervals.  But since your bylaws state that these are to occur "as needed" the opportunity for confusion is magnified.  Are regular meetings not taking place?

In answering, remember to distinguish between membership meetings and board meetings.  So far, I have assumed we are referring to membership meetings only.  If regular meetings are not being held, one can be scheduled, but not under the 5-member rule--rather this is done by the president or board.

 

Edited October 17, 2023 at 07:14 PM by Gary Novosielski

[Guest BrendaR.]

@Gary Novosielski

Our next regular membership meeting would generally be scheduled in November. The Board of Directors have actively been working on establishing a date for the next regular meeting, but have not settled on a date.  We generally do not have regular meetings May-Sep, most regular meetings are Nov-Apr. 

So given 5-members have requested a meeting and the Board was already planning to schedule a regular meeting, how do we proceed? Are we required to schedule a special meeting to rectify the request? Or could the request be rectified in another way?

If we need to have a special meeting, could we schedule a special meeting per the 5-member request and a regular membership meeting simultaneously? Ie: on the same date & sequentially?

 

[Guest BrendaR]

@Gary Novosielski

Our next regular membership meeting would generally be scheduled in November. The Board of Directors have actively been working on establishing a date for the next regular meeting, but have not settled on a date.  We generally do not have regular meetings May-Sep, most regular meetings are Nov-Apr. 

So given 5-members have requested a meeting and the Board was already planning to schedule a regular meeting, how do we proceed? Are we required to schedule a special meeting to rectify the request? Or could the request be rectified in another way?

If we need to have a special meeting, could we schedule a special meeting per the 5-member request and a regular membership meeting simultaneously? Ie: on the same date & sequentially?

 

[Gary Novosielski]

On 10/17/2023 at 6:16 PM, Guest BrendaR said:

@Gary Novosielski

Our next regular membership meeting would generally be scheduled in November. The Board of Directors have actively been working on establishing a date for the next regular meeting, but have not settled on a date.  We generally do not have regular meetings May-Sep, most regular meetings are Nov-Apr. 

So given 5-members have requested a meeting and the Board was already planning to schedule a regular meeting, how do we proceed? Are we required to schedule a special meeting to rectify the request? Or could the request be rectified in another way?

If we need to have a special meeting, could we schedule a special meeting per the 5-member request and a regular membership meeting simultaneously? Ie: on the same date & sequentially?

 

Since the Board has not settled on a date, who knows what will happen. 

At this point you should simply carry out the special meeting as requested.  But remember, you can take up only what was specifically described in the call of the meeting.  If the call did not clearly describe the business item(s) to be taken up, then it's going to be a really short meeting.  I would not bother showing up in that case, but maybe that's just me.

I don't see the point of having a special meeting followed immediately by a regular meeting, but you probably can't do that anyway unless the "we" that you refer to means the board.  Members can only request Special Membership Meetings.

[Guest BrendaR.]

@Gary Novosielski

"We" does refer to the board. The secretary requested the subject of the meeting from the members requesting a special meeting. The subject they provided is regarding a current situation that the Board is actively handling that we believe should be rectified within 10 day. Which is before the secretary could even schedule a special meeting.  The Board feels we can update the members on the current situation at the next membership meeting which as I mentioned would be in November.

Can the secretary refuse to setup a special meeting if the Board does not feel the subject is so urgent that it cant wait for the next regular membership meeting?

[Gary Novosielski]

On 10/18/2023 at 11:30 AM, Guest BrendaR. said:

@Gary Novosielski

"We" does refer to the board. The secretary requested the subject of the meeting from the members requesting a special meeting. The subject they provided is regarding a current situation that the Board is actively handling that we believe should be rectified within 10 day. Which is before the secretary could even schedule a special meeting.  The Board feels we can update the members on the current situation at the next membership meeting which as I mentioned would be in November.

Can the secretary refuse to setup a special meeting if the Board does not feel the subject is so urgent that it cant wait for the next regular membership meeting?

I think not.   Granted there is some wiggle room suggested by the use of the phase "may" be called rather than "shall" be called, but I can't imagine that the intent was to give veto power to the secretary.  Rather, I think it indicated a permissive ability to call special meetings which would otherwise not be possible under the default rules in RONR.  Also, the board is already given the power to call special meetings in that same rule.  Giving them veto power as well, would make the language about the five members meaningless, since the board alone could always decide.  When interpreting bylaws, an interpretation must be rejected if it renders existing language meaningless or absurd.

It is the secretary's duty to call a special meeting upon request of the five members.  The entire point of having an alternate route to calling special meetings is to afford a workaround when the board's "feelings" do not comport with those of the membership.

Edited October 18, 2023 at 04:32 PM by Gary Novosielski

[Guest BrendaR.]

@Gary Novosielski makes sense. 

Special meeting notices are supposed to include the subject matter to be discussed. Does each member requesting the special meeting need to provide the subject matter for discussion to the secretary?

In this case, 6 members requested a meeting. The secretary responded to all six members asking what the subject matter for the meeting was. Only 3 members responded with their version of the subject for the meeting. The subject responses were similar from the 3 members but none were exactly the same.

Does the Secretary proceed with scheduling the meeting based on the 3 subject responses received?

Or do all 6 members need to provide their version of the subject matter to the secretary before scheduling?

 

[Josh Martin]

On 10/16/2023 at 9:42 PM, Guest BrendaR. said:

Are there any requirements in the requests of the members to the secretary for a meeting?

The members would need to specify the subject matter of the special meeting.

On 10/16/2023 at 9:42 PM, Guest BrendaR. said:

Does the request for a meeting need to state they request a special meeting?

If the request states a membership meeting, is the request considered a request for a special meeting?

It would be preferable for the request to specify that it is for a special meeting. But in my view, if the request is otherwise proper, and the only error is that the word "special" is not included before the word meeting, the request is valid.

If I misunderstood your question, please clarify.

On 10/17/2023 at 9:45 AM, Guest BrendaR. said:

@Gary Novosielski thank you. In regards to timing of the meeting, the bylaws are silent. So as long as we follow Montana Code Annotated 2021 title 35-2-530. Notice of meeting.  And schedule the meeting for "not less than 10 days before the meeting date or, more than 60 days before the meeting date" we will have satisfied the meeting request and followed scheduling protocol?

Questions concerning the Montana Code should be directed to an attorney.

All I will say is that RONR has no requirements in this regard except that the special meeting should be held prior to the next regular meeting.

On 10/17/2023 at 1:55 PM, Guest BrendaR. said:

Would it be permissible to schedule a regular meeting instead of a special meeting? 

No. Your bylaws provide "special meetings of the organization may be called by the president or by majority of the board of directors or by the secretary upon request of any 5 voting members in good standing in the organization."

It would, however, be proper to schedule a regular meeting in addition to the special meeting, and that regular meeting could even be scheduled for immediately following the special meeting.

Your bylaws provide that "the organization shall meet on an as needed basis as determined by the president or the board of directors," which would appear to grant the President or the board the authority to schedule additional regular meetings.

On 10/17/2023 at 2:11 PM, Gary Novosielski said:

Regular meetings are those that happen at regular intervals according to the rules in your bylaws regarding how regular meetings are scheduled.

But this is not necessarily the case. Regular meetings can also be scheduled by resolution.

"The term regular meeting (or stated meeting) refers to the periodic business meeting of a permanent society, local branch, or board, held at weekly, monthly, quarterly, or similar intervals, for which the day (as, “the first Tuesday of each month”) should be prescribed by the bylaws and the hour and place should be fixed by a standing rule.

If, instead, an organization follows the practice of scheduling the day, hour, or place of its regular meetings by resolution, notice (also referred to as the call of the meeting) must be sent to all members a reasonable time in advance of each regular meeting." RONR (12th ed.) 9:1-2

On 10/17/2023 at 5:12 PM, Guest BrendaR. said:

So given 5-members have requested a meeting and the Board was already planning to schedule a regular meeting, how do we proceed? Are we required to schedule a special meeting to rectify the request? Or could the request be rectified in another way?

Yes, because the bylaws authorize five members to request a special meeting, and they have done so, a special meeting must be held.

On 10/17/2023 at 5:12 PM, Guest BrendaR. said:

If we need to have a special meeting, could we schedule a special meeting per the 5-member request and a regular membership meeting simultaneously? Ie: on the same date & sequentially?

Yes, it would be permissible to also schedule a regular meeting to be held on the same date and sequentially.

On 10/17/2023 at 7:59 PM, Gary Novosielski said:

I don't see the point of having a special meeting followed immediately by a regular meeting, but you probably can't do that anyway unless the "we" that you refer to means the board.

The point is that the board, apparently, was already planning a regular meeting for around the same time as the special meeting, and scheduling them for the same date would prevent members from having to attend separate meetings on separate dates. The members who requested the special meeting were presumably unaware of this fact.

On 10/18/2023 at 10:30 AM, Guest BrendaR. said:

Can the secretary refuse to setup a special meeting if the Board does not feel the subject is so urgent that it cant wait for the next regular membership meeting?

No.

On 10/18/2023 at 11:55 AM, Guest BrendaR. said:

Special meeting notices are supposed to include the subject matter to be discussed. Does each member requesting the special meeting need to provide the subject matter for discussion to the secretary?

Yes.

On 10/18/2023 at 11:55 AM, Guest BrendaR. said:

In this case, 6 members requested a meeting. The secretary responded to all six members asking what the subject matter for the meeting was. Only 3 members responded with their version of the subject for the meeting. The subject responses were similar from the 3 members but none were exactly the same.

Does the Secretary proceed with scheduling the meeting based on the 3 subject responses received?

Or do all 6 members need to provide their version of the subject matter to the secretary before scheduling?

A proper request for a special meeting must include the subject matter of the meeting. So if a request was initially sent which included no subject matter, that was not a proper request.

It seems to me at least five members (although not necessarily all six) will need to agree on a proper request, including the subject matter(s) of the meeting, in order to require the Secretary to call a meeting.

[Guest BrendaR.]

@Josh Martin thank you for your input. 

On 10/18/2023 at 11:10 AM, Josh Martin said:

A proper request for a special meeting must include the subject matter of the meeting. So if a request was initially sent which included no subject matter, that was not a proper request.

It seems to me at least five members (although not necessarily all six) will need to agree on a proper request, including the subject matter(s) of the meeting, in order to require the Secretary to call a meeting.

What is the best way to proceed in this case?

Should the secretary respond to the 6 members stating: 

"A proper request for a special meeting must include the subject matter of the meeting. The initial requests sent did not include the subject matter, therefore they were not a proper request.

The requesting members will need to agree on the subject matter of the meeting and send a proper request, in order to require the Secretary to call a meeting."

 

[Josh Martin]

On 10/18/2023 at 3:08 PM, Guest BrendaR. said:What is the best way to proceed in this case?

 

Should the secretary respond to the 6 members stating: 

"A proper request for a special meeting must include the subject matter of the meeting. The initial requests sent did not include the subject matter, therefore they were not a proper request.

The requesting members will need to agree on the subject matter of the meeting and send a proper request, in order to require the Secretary to call a meeting."

Sounds good to me.

[Guest BrendaR.]

This response was sent to the 6 members.

"Membership and annual meetings of the organization are determined by the President and the Board of Directors. The secretary may call a "special" meeting of the organization upon request of 5 members. 

A proper request for a special meeting must state a special meeting and include the subject matter of the meeting. The initial requests sent did not include the subject matter or state special meeting, therefore they were not a proper request for a special meeting.

Special meetings are called only if 1) something important comes up that must be dealt with before the next regular meeting, or 2) some particular business matter is important enough that it needs to be the exclusive reason for the entire meeting. The subject of the special meeting must be so urgent that it can’t wait. Nothing other than this business can be considered in a special meeting.

Members are to be notified of meetings not less than 10 days before the meeting date or more than 60 days before the meeting date.

To request a "special" meeting, the requesting members will need to agree on the subject matter of the meeting and send a proper request to the secretary.

If the appropriate number of proper requests are received, the Secretary can proceed with scheduling the special meeting no sooner than 10 days or later than 60 days following."

‐------------------

One of the members responded to secretary with the below after receiving the above communication.

"Since the president and the secretary are refusing to hold a special meeting requested by members in good standing, please email me a copy of the cattle contract. This way I can review it and see if we can figure out some way to help minimize the financial expense to the club. My email address is whoausob@hotmail.com"

---------

Any suggestions for how to respond to this member or if the secretary even needs to respond?

The Board of Directors are handling a current situation with the cattle, in which this member feels he needs to be a part of, yet the Board has not asked for this member to be involved. The Board intends to resolve the cattle situation and report at the next membership meeting the situation and what was done to rectify it.

 

 

 

 

[Josh Martin]

On 10/19/2023 at 10:15 PM, Guest BrendaR. said:

Any suggestions for how to respond to this member or if the secretary even needs to respond?

The Board of Directors are handling a current situation with the cattle, in which this member feels he needs to be a part of, yet the Board has not asked for this member to be involved. The Board intends to resolve the cattle situation and report at the next membership meeting the situation and what was done to rectify it.

In regard to the first part, I would reiterate that you are happy to call a special meeting, however, you need to know what the special meeting is concerning. Notice of a special meeting, including the subject matter to be discussed, must be included in the call of a special meeting and sent to the members. You need to know the subject matter so that you can include it in the call.

As to the rest of it, I have no advice there - that is not a parliamentary matter.