Proper "Notice" for Membership meetings/votes - WA State

[Photobrad]

HI there. I'm a former Board Member and General Manager for a non-profit in WA State.

Our current board called a Special meeting of the Membership to vote on a special assessment for capital expenditure. The notice did not include the actual motion to be voted on nor the costs that would be voted on. It simply stated that "there will be a vote" with cost and financing to be presented at the SGM.

Additionally, this is the first Membership Meeting that "unguided" proxy voting will be allowed.

Is this proper?

My understanding is that the Notice to Membership (due within 14 days per our bylaws and WA state) needs to include the actual Motion to be voted on, as well as all details to support that motion (cost, financing options, etc.).

For context : the vote is for a $6 million dollar capital improvement project to be split among 1000 members. Not insignificant. Also, most members will be expected to provide their own financing as the property value of the entire land ownership is only $2million - we could not even get financing from our own bank.

Thoughts?

[Joshua Katz]

On 11/8/2023 at 1:38 AM, Photobrad said:

My understanding is that the Notice to Membership (due within 14 days per our bylaws and WA state) needs to include the actual Motion to be voted on, as well as all details to support that motion (cost, financing options, etc.).

 

As far as RONR is concerned, the notice you describe sounds sufficient. But you have rules in your bylaws on this, so do those rules require more?

[Richard Brown]

Agreeing with Mr. Katz, please quote for us exactly what your bylaws say about the notice required for special meetings.  If there is a provision regarding motions for this type of financial transaction, please include that as well.

[Gary Novosielski]

On 11/8/2023 at 1:38 AM, Photobrad said:

HI there. I'm a former Board Member and General Manager for a non-profit in WA State.

Our current board called a Special meeting of the Membership to vote on a special assessment for capital expenditure. The notice did not include the actual motion to be voted on nor the costs that would be voted on. It simply stated that "there will be a vote" with cost and financing to be presented at the SGM.

Additionally, this is the first Membership Meeting that "unguided" proxy voting will be allowed.

Is this proper?

My understanding is that the Notice to Membership (due within 14 days per our bylaws and WA state) needs to include the actual Motion to be voted on, as well as all details to support that motion (cost, financing options, etc.).

For context : the vote is for a $6 million dollar capital improvement project to be split among 1000 members. Not insignificant. Also, most members will be expected to provide their own financing as the property value of the entire land ownership is only $2million - we could not even get financing from our own bank.

Thoughts?

I don't know what WA regulations say nor what your bylaws say, but RONR does not require notice of the exact motion it is proposed to introduce.  It says:

 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]

So the description you gave sounds fairly clear and specific, and would pass the test in my opinion.  But you'll have to check those other sources for possible superseding rules  

 

 

[Shmuel Gerber]

Robert's Rules also says that financial assessments cannot be imposed on members except as provided in the bylaws.

[Gary Novosielski]

On 11/9/2023 at 5:25 PM, Shmuel Gerber said:

Robert's Rules also says that financial assessments cannot be imposed on members except as provided in the bylaws.

Quite so; thanks.  The bylaws and RONR are among those other sources that must be carefully examined. If the bylaws contain no authorization for special assessments, then the motion is not in order in the first place, unless it is itself in the nature of a bylaws amendment to authorize it.

Edited November 9, 2023 at 10:30 PM by Gary Novosielski