Previous Notice?

[ps23435]

Greetings.  Our organization's bylaws required that previous notice (they have used "advance notice") be given for certain motions such as major financial decisions and bylaw amendments.  This in addition to any requirements imposed for certain motions by RONR.  Past practice in the organization has been to fulfill that notice requirement either at a monthly business meeting of the organization (with the motion presented at the next meeting) OR by posting the notice (both physically and electronically) to the membership.  There are no rules of the organization specifying how notice shall be given. Two questions have been raised:

1.  May previous notice of an expected motion be given at a meeting when no quorum is present (past practice has treated it as an "announcement").  My sense is "no."  Previous notice being a form of business transacted by the membership which would be invalid absent a quorum.

2.  May the organization enact a special rule to provide that such previous notice may be given OUTSIDE the business meeting by a specifcied method?

Thank you in advance.

[Joshua Katz]

On 12/12/2023 at 11:27 AM, ps23435 said:

1.  May previous notice of an expected motion be given at a meeting when no quorum is present (past practice has treated it as an "announcement").  My sense is "no."  Previous notice being a form of business transacted by the membership which would be invalid absent a quorum.

 

I agree with you. Giving previous notice is not one of the few things that may  be done without a quorum.

On 12/12/2023 at 11:27 AM, ps23435 said:

2.  May the organization enact a special rule to provide that such previous notice may be given OUTSIDE the business meeting by a specifcied method?

 

Sure.

[Atul Kapur]

On 12/12/2023 at 11:27 AM, ps23435 said:

May previous notice of an expected motion be given at a meeting when no quorum is present (past practice has treated it as an "announcement").

No. RONR (12th ed.) 40:9 [emphasis added]

Quote

The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent, and a notice (10:44–51) cannot be validly given.

I agree with Mr. Katz's answers above.

[ps23435]

Thank you both!

[ps23435]

On 12/12/2023 at 11:48 AM, Joshua Katz said:

I agree with you. Giving previous notice is not one of the few things that may  be done without a quorum.

Sure.

Mr. Katz- one other question.  If the organization establishes a properly enacted special rule that previous notice related to future motions may be given by electronic notice (i.e. email) to the membership and posting at a specified location, that will in effect "bypass" any issue of such notice being given at a meeting where there is no quorum present.  That would seem consistent with 10:46- "Subject to any rules of the organization that provide how notice shall be given...".

[Joshua Katz]

I'm not sure I understand your question, which appears more like a statement. I think you're asking whether your special rules supersede RONR. If so, the answer is yes. So be careful. If you say "previous notice may be given by ___" and give only one means, then that means will be exclusive, and other means in RONR will not work. So make sure you write language that does exactly what you want it to do.

[Bruce Lages]

In addition to the cautions Mr. Katz has raised regarding your proposed notice procedures, I would just also call your attention to RONR's prescriptions for providing notice in the 12th edition (9:5b), in particular that email (or other electronic means) is valid only for members who have agreed to receive notice by such means.

[Atul Kapur]

On 12/12/2023 at 4:18 PM, Bruce Lages said:

email (or other electronic means) is valid only for members who have agreed to receive notice by such means.

I believe that if the organization creates a special rule that email is an (or the) way of giving notice, that would supersede this provision of RONR.

[Gary Novosielski]

On 12/12/2023 at 11:27 AM, ps23435 said:

2.  May the organization enact a special rule to provide that such previous notice may be given OUTSIDE the business meeting by a specifcied method?

RONR already authorizes such a method, which is to include the notice in the call of the meeting to which the notice pertains.  RONR already recognizes email as being "written" communication, for rules requiring notice "in writing", to any members who have consented to that method of delivery.

[Josh Martin]

On 12/12/2023 at 10:27 AM, ps23435 said:

1.  May previous notice of an expected motion be given at a meeting when no quorum is present (past practice has treated it as an "announcement"). 

No.

"The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent, and a notice (10:44–51) cannot be validly given." RONR (12th ed.) 40:9

On 12/12/2023 at 10:27 AM, ps23435 said:

2.  May the organization enact a special rule to provide that such previous notice may be given OUTSIDE the business meeting by a specifcied method?

RONR already permits previous notice to be given outside of a business meeting. Notice may be provided in the call of the meeting.

"The term previous notice (or notice), as applied to necessary conditions for the adoption of certain motions, has a particular meaning in parliamentary law. A requirement of previous notice means that announcement that the motion will be introduced—indicating its exact content as described below—must be included in the call of the meeting (1:7, 9:2–5) at which the motion will be brought up, or, as a permissible alternative, if no more than a quarterly time interval (see 9:7) will have elapsed since the preceding meeting, the announcement must be made at the preceding meeting." RONR (12th ed.) 10:44

The organization may, however, adopt a special rule of order providing other means for providing notice outside of a meeting if it wishes, either in addition to or instead of the methods provided in RONR.

[Richard Brown]

If this organization meets monthly and the meeting dates are specified in the bylaws (such as the second Tuesday of each month), is there even a "call" of a meeting such that it could include previous notice of, say, a proposed motion?  Sending a "meeting notice" in advance of regularly scheduled monthly meetings seems more like a courtesy rather than an actual "call" of a meeting.  It might include a notice that Member A intends to make a "motion to paint the clubhouse red" at the upcoming meeting, but would such a notice constitute previous notice of a motion as contemplated by 10:44 (RONR 12th ed.)?  I would think not unless there is a bylaw provision or special rule of order permitting it.

[Gary Novosielski]

I don't think there is any prohibition against issuing a call of a meeting even if one is not strictly required.  In fact, if a member is attempting to fulfill a previous notice requirement, I think that would be an excellent reason to send a call, even if it were not a routine practice.

The secretary of a board on which I served used to send a comprehensive packet to every member and in it include a formal call, even though a complete schedule of meetings for the year was adopted in January.  There were times when it was useful, but mostly was a formality that gave rise to little benefit and less cost.

His successor in the office did not follow his example, and without any fanfare omitted a formal call from the packet.  I don't think anyone else even noticed.

[Rob Elsman]

For those assemblies that have regularly scheduled meetings known or knowable to all the members, the secretary might usually omit sending a call for each meeting (to save printing, stuffing, and postage costs).  However, if anything unexpected were known by the secretary a reasonable time in advance of the meeting, a call of the meeting would still be sent, such as:

• Changes in the time or place of the meeting; or
• Changes in the procedures for accessing the meeting room or area (e.g., changes in passcodes or badges to enter the building); or
• Changes in rules that would prevent a member from attending the meeting (e.g., changes in dress codes or carrying prohibited electronics); or
• Previous notice of motions made orally at the last meeting or sent to the secretary for distribution; or
• Other items that pertain to the rights and privileges of individual members.

Of course, if any of the above happened with such a short interval of time before the meeting that it would be unreasonable or impossible for the secretary to prepare and send the call of the meeting, then the sending would have to be dispensed with; so, for example, if an assembly adjourned to meet the next day, it would be unreasonable to expect the secretary to send the call of the meeting.

[Josh Martin]

On 12/13/2023 at 6:08 PM, Richard Brown said:

If this organization meets monthly and the meeting dates are specified in the bylaws (such as the second Tuesday of each month), is there even a "call" of a meeting such that it could include previous notice of, say, a proposed motion?

There may or may not be. If the bylaws provide that meetings are held on the second Tuesday of each month, sending a call is not required (unless the bylaws so provide), but it is not prohibited.

This does, however, potentially lead to difficult questions concerning how far in advance such a call may be sent. So if an organization holds regular meetings on dates specified by the bylaws, and its rules do not prescribe a call for such meetings, it may be advisable for the organization to adopt clear rules governing how far in advance previous notice of motions must be sent if the organization desires to permit members to give notice outside of a meeting.

On 12/13/2023 at 6:08 PM, Richard Brown said:

Sending a "meeting notice" in advance of regularly scheduled monthly meetings seems more like a courtesy rather than an actual "call" of a meeting.

So long as this notice is sent to all members and includes all the same information that would be required to be included in the call of a meeting, it seems to me it's a "call" of the meeting, whether it's required or not. The only problem I see is how far in advance such a notice must be sent to constitute previous notice.

Edited December 14, 2023 at 03:37 PM by Josh Martin