Validity of Previous Notice

[Tomm]

At the upcoming December Board meeting there will be at least 3 committee reports read. These will not be immediately followed-up with motions at that meeting but only reports providing a previous notice.

Question: The board will vacate 1/3 of its directors at the end of the year and new directors will begin their terms in January. Is that previous notice still valid?

I understand that according to 49:22 items that remain in the hands of a committee remain valid but confused how that relates to previous notice? The new directors may be hearing for the first time in January any motions that come out of those reports, however I'm sure they will be placed as motions on the January meeting agenda provided 7 days in advance of the meeting.

I understand that the January agenda will provide proper previous notice anyway, but just curious how the previous notice would/should be viewed at the end of the year.

[Rob Elsman]

There is no indication in RONR (12th ed.) that previous notice of a motion expires at the end of the term of some or all of the members of an assembly.  The board's secretary should include the notice in the call of the next meeting sent to all the members of the January board to enable all the members (including new ones) to know what notice has been given.

[Gary Novosielski]

The previous notice is still valid.

An agenda is not considered a valid method of providing previous notice.  Perhaps you are referring to the call of the meeting issued by the secretary, which would include it.

Also, if the secretary distributes a draft copy of the minutes before the next meeting the minutes will include any notices given during that meeting.

[Tomm]

On 12/10/2023 at 11:39 AM, Gary Novosielski said:

An agenda is not considered a valid method of providing previous notice.

Is that because the agenda has not been approved?

[Richard Brown]

On 12/10/2023 at 1:00 PM, Tomm said:

Is that because the agenda has not been approved?

No, it's because RONR describes the proper methods of "giving notice".  Mentioning notice of something in an agenda does not meet that criteria.

Edited to add:  I suppose the fact that an agenda has not been adopted could also be a factor, but I'm relying primarily on the fact that it is not one of the methods of giving notice specified by RONR.

Edited December 10, 2023 at 07:08 PM by Richard Brown
Added last paragraph

[Tomm]

On 12/10/2023 at 12:03 PM, Richard Brown said:

Mentioning notice of something in an agenda does not meet that criteria.

I suppose you could say that the notice that goes out 7 prior to a meeting that includes the agenda and the full wording of the motions to be presented can be considered the "call" of the meeting?

All committee and board meetings are published/posted a week prior to their happening. Not sure if you could/would consider that a "call" or simply a notification 

[Rob Elsman]

The call of a meeting is a brief communication that indicates the time and place of the upcoming meeting. It is sent by the secretary a reasonable time in advance. In many societies, the call of a regularly scheduled meeting can be omitted if the members are already aware by way of custom.

However the practical aspects are to work out, the secretary needs to communicate the previous notice, especially (but not exclusively) to the new members who may not have any other way to know that the notice was given.

[Josh Martin]

On 12/10/2023 at 12:16 PM, Tomm said:

Question: The board will vacate 1/3 of its directors at the end of the year and new directors will begin their terms in January. Is that previous notice still valid?

Yes.

This is an understandable question, because there are many things affected by the periodic or partial change of the membership of a board. But the validity of a previous notice is not one of these things.

On 12/10/2023 at 12:16 PM, Tomm said:

I understand that according to 49:22 items that remain in the hands of a committee remain valid but confused how that relates to previous notice?

It does not relate to previous notice.

On 12/10/2023 at 12:16 PM, Tomm said:

The new directors may be hearing for the first time in January any motions that come out of those reports, however I'm sure they will be placed as motions on the January meeting agenda provided 7 days in advance of the meeting.

I understand that the January agenda will provide proper previous notice anyway, but just curious how the previous notice would/should be viewed at the end of the year.

You raise an interesting point. And it may well be reasonable for an organization which provides previous notice solely at a meeting to adopt its own rules concerning this matter, especially if the board tends to have high turnover. Although since this organization also provides notice in the call of the meeting, maybe there's not a need to worry about it.

Under the rules in RONR, however, the fact that the terms of some or all of the members have changed does not impact the validity of previous notice.

On 12/10/2023 at 1:28 PM, Tomm said:

I suppose you could say that the notice that goes out 7 prior to a meeting that includes the agenda and the full wording of the motions to be presented can be considered the "call" of the meeting?

Assuming that seven days is (at minimum) the amount of notice for the call prescribed in the organization's rules, yes.

The call of a meeting includes, at a minimum, the time, date, and place of the meeting. It also requires items which require previous notice and for which such notice has been provided to the secretary. In the case of a special meeting, the notice must include the item(s) of business to be addressed at the special meeting. There is no requirement that the call include a draft agenda, at least under the rules in RONR, but certainly many organizations do include a draft agenda with the call, either by rule or by custom.

Edited December 11, 2023 at 03:16 PM by Josh Martin