Invalid meeting

[Guest Chris]

I'm a member of an organization that has a meeting coming up. The relevant part of the org's constitution states: "Written notice of all meetings shall be given to all members at least 30 days in advance, unless the Executive Committee determines that an emergency exists; in which case, notice shall be given as directed by the Executive Committee. A proposed agenda of the meeting shall accompany the notice."

A notice email was sent out, but the agenda wasn't sent until yesterday, 4 days prior to the meeting, and there's been no mention that the Executive Committee determined that an emergency exists.

I'm certain that the chairman will disagree and on appeal (if he even allows an appeal) most of the members won't vote to overturn the chair's ruling. Still, what's the correct point of order to make? And are there other actions I (and several others) can take if the chairman and most of the board ignores the org's constitution and RONR?

[Gary Novosielski]

RONR has no requirement that an agenda must be provided with the call of a meeting. These rules are your own customized rules and so RONR will have little or nothing to say about what they mean.  Interpreting ambiguities in your bylaws is something your organization must do for itself.

If you determine that rules are being broken, the way to correct this situation is typically through the Point of Order and subsequent Appeal process.   [See RONR (12th ed.) §23-24].  There is no Parliamentary Police to enforce the rules if a majority of the membership does not care.  In that case, the choices are usually reduced to two: 

• Organize the other members to support the rules, or
• Vote with your feet.

 

[Josh Martin]

On 1/24/2024 at 1:15 PM, Guest Chris said:

I'm a member of an organization that has a meeting coming up. The relevant part of the org's constitution states: "Written notice of all meetings shall be given to all members at least 30 days in advance, unless the Executive Committee determines that an emergency exists; in which case, notice shall be given as directed by the Executive Committee. A proposed agenda of the meeting shall accompany the notice."

A notice email was sent out, but the agenda wasn't sent until yesterday, 4 days prior to the meeting, and there's been no mention that the Executive Committee determined that an emergency exists.

As I understand the facts, the notice was sent out in a timely manner, and it was simply the agenda that was sent out late. It's not clear to me that failure to include the agenda would make the notice deficient or cause the meeting to be invalid, especially since the rule simply provides that the proposed agenda must be provided. Since the agenda which will ultimately be followed is that adopted by the assembly at the meeting itself, I don't see how failing to provide the proposed agenda violates the rights of the members or absentees. Providing a proposed agenda is simply a courtesy.

For clarity, is this a regular meeting or a special meeting? If it is a special meeting, did the notice include the business to be conducted at the special meeting?

On 1/24/2024 at 1:15 PM, Guest Chris said:

I'm certain that the chairman will disagree and on appeal (if he even allows an appeal) most of the members won't vote to overturn the chair's ruling. 

I'm not sure I agree with you either, at least to the extent that you argue that failure to include the proposed agenda with the notice would cause the meeting to be invalid. I certainly agree that the proposed agenda should have been included, and should be included in future notices.

On 1/24/2024 at 1:15 PM, Guest Chris said:

Still, what's the correct point of order to make?

As I understand the facts, you believe the meeting is invalid on the grounds the proposed agenda was not included with the notice. Therefore, I would suggest you say something like this for your Point of Order: "The constitution provides that the proposed agenda shall be included with the notice. This was not done. Therefore, the meeting is invalid."

If I was the chair, and this is a regular meeting, I would rule:

"The chair rules the point not well taken. The member is correct that the constitution requires the proposed agenda to be included with the notice, and that this was not done. The chair apologizes for the error, and will endeavor to provide the proposed agenda in a more timely manner in the future. However, in the chair's view, so long as the notice is provided in a timely manner, the notice and the meeting remain valid. A regular meeting may consider any business to properly come before the assembly, and the agenda is not adopted until the meeting itself. Any proposed agenda sent out prior to the meeting is advisory only and, therefore, the chair's view is that failure to provide the proposed agenda does not violate the rights of members or absentees, and that the meeting may continue notwithstanding the failure to provide a proposed agenda in the notice."

If I was the chair, and this is a special meeting, but the notice included the business to be conducted at the meeting (albeit not a formal agenda), I would rule:

"The chair rules the point not well taken. The member is correct that the constitution requires the proposed agenda to be included with the notice, and that this was not done. The chair apologizes for the error, and will endeavor to provide the proposed agenda in a more timely manner in the future. However, in the chair's view, so long as the notice is provided in a timely manner, the notice and the meeting remain valid. A special meeting may consider business included in the call. So long as the business is included in the call, the rights of members or absentees are protected. The purpose of an agenda for a special meeting, to the extent such an agenda is even needed, would simply be to place the business in the order it is to be considered, which is ultimately up to the assembly. Any proposed agenda sent out prior to the meeting is advisory only and, therefore, the chair's view is that failure to provide the proposed agenda does not violate the rights of members or absentees, and that the meeting may continue notwithstanding the failure to provide a proposed agenda in the notice."

If I was the chair, and this is a special meeting, and the notice did not include the business to be conducted at the meeting, I would rule:

"The chair rules the point well taken. Notice of a special meeting must include the business to be conducted at the meeting, and without such information, the notice is deficient. The rights of absentees are violated by failing to notify the members of the business to be conducted at a special meeting, as that information is required for them to determine whether to attend the special meeting."

Of course, if the constitution provides that a proposed agenda is to be sent with the notice, this should certainly be done in the future, whether or not this error causes this meeting to be invalid.

On 1/24/2024 at 1:15 PM, Guest Chris said:

And are there other actions I (and several others) can take if the chairman and most of the board ignores the org's constitution and RONR?

Well, does the membership care about the rules? If so, you can take your case to them, as they are the highest authority in the society, and can overturn the determinations of the chair and the board. They can also discipline the chair and the board, up to and including removal, if necessary. If most of the membership also doesn't care, there is no parliamentary recourse.

Of course, in regard to this particular matter, if the organization doesn't care about having a proposed agenda 30 days in advance, the proper course of action would be to remove the sentence in question from the constitution, rather than simply ignoring it.

There might be legal recourse, but that is a question which is beyond the scope of RONR and this forum and should be directed to an attorney. (To the extent there is legal recourse, this would be based on a situation where there was also some violation of applicable law. The courts do not enforce parliamentary procedure. As Mr. Novosielski notes, there are no "Parliamentary Police.")

Edited January 24, 2024 at 11:25 PM by Josh Martin

[Gary Novosielski]

On 1/24/2024 at 2:15 PM, Guest Chris said:

I'm a member of an organization that has a meeting coming up. The relevant part of the org's constitution states: "Written notice of all meetings shall be given to all members at least 30 days in advance, unless the Executive Committee determines that an emergency exists; in which case, notice shall be given as directed by the Executive Committee. A proposed agenda of the meeting shall accompany the notice."

A notice email was sent out, but the agenda wasn't sent until yesterday, 4 days prior to the meeting, and there's been no mention that the Executive Committee determined that an emergency exists.

I'm certain that the chairman will disagree and on appeal (if he even allows an appeal) most of the members won't vote to overturn the chair's ruling. Still, what's the correct point of order to make? And are there other actions I (and several others) can take if the chairman and most of the board ignores the org's constitution and RONR?

I agree with @Josh Martin's reply and would only add that, in the case of a Special Meeting, it is somewhat unusual for an agenda to exist, since only items of business specifically described in the call of the meeting may be considered.  An agenda seems to serve no useful function in that case.