Special Meeting

[Guest Lynn Warchuck]

Our Bylaws allow a Chair to call a special meeting. They also allow for the Committee to call a special meeting..... "called by the Committee with a written request of 1/3 of the members, the Chair then has 15 days after such written request has been filed with the Chairman. Upon failure to do so, any such member can give notice 5 days before such meeting. Notices of special meetings shall state the purpose of such meetings."

What I would like to know is this.....if the members submit a petition with the 1/3 of the members signatures and a stated purpose to discuss purchasing office furniture, can the Chair call the special meeting to discuss events instead or do they have to call the meeting to discuss purchasing office furniture? 

[Gary Novosielski]

The only reasonable interpretation is that the chair must call the meeting for the purpose stated by the petitioners.  Calling a meeting for some other purpose would not satisfy the request, and would invoke the "failure to do so" alternative.

It should also be noted that an attempt to limit the meeting to "discussion" rather than action would probably be unenforceable, as long as motions made at the meeting were germane to the stated subject of the meeting.

[Joshua Katz]

I would read your rules as requiring the meeting to be called for the purpose stated. Although they don't say as much, they allow for 1/3 of the members to cause there to be a special meeting. And a special meeting is characterized by its purpose and may only conduct business specified in the call. So if they call a meeting to "discuss events" you won't be able to conduct business relating to office furniture, so you haven't gotten the special meeting you asked for.

I guess that answer is more of a "that would be absurd" than anything else, though. But it would be absurd for them to be permitted to change the purpose.

It seems to me, though, that those who want to call the meeting should not call it to "discuss purchasing office furniture" but rather to conduct business regarding office furniture. A special meeting called only to discuss something will be unable to conduct business, in my opinion.

[Guest Lynn Warchuck]

Thank you, Gary & Joshua for your prompt responses. I was thinking exactly what you have both stated- absurd that a Chair would call a meeting for something other than what was requested by 1/3 of the members. But unfortunately, that is exactly what has happened, the topic was not office furniture, but it has happened none the less. We proceeded to call the meeting ourselves after 15 days, with 5 days notice to members, but now our meeting is being called illegitimate.

[Gary Novosielski]

On 2/11/2024 at 1:45 AM, Guest Lynn Warchuck said:

Thank you, Gary & Joshua for your prompt responses. I was thinking exactly what you have both stated- absurd that a Chair would call a meeting for something other than what was requested by 1/3 of the members. But unfortunately, that is exactly what has happened, the topic was not office furniture, but it has happened none the less. We proceeded to call the meeting ourselves after 15 days, with 5 days notice to members, but now our meeting is being called illegitimate.

Well, it's not.  🙂

[Josh Martin]

On 2/10/2024 at 11:19 PM, Guest Lynn Warchuck said:

Our Bylaws allow a Chair to call a special meeting. They also allow for the Committee to call a special meeting..... "called by the Committee with a written request of 1/3 of the members, the Chair then has 15 days after such written request has been filed with the Chairman. Upon failure to do so, any such member can give notice 5 days before such meeting. Notices of special meetings shall state the purpose of such meetings."

What I would like to know is this.....if the members submit a petition with the 1/3 of the members signatures and a stated purpose to discuss purchasing office furniture, can the Chair call the special meeting to discuss events instead or do they have to call the meeting to discuss purchasing office furniture? 

The chair would, at minimum, need to call the meeting for the purpose requested by the members. Since the chair also has the authority to call special meetings, I believe the chair has the authority to add additional purposes for the special meeting, but he can't remove the purpose requested by the members. So he could call the meeting for the purpose of considering the purchase of office furniture and for these "events," although the chair will need to be more specific about what "events" he is referring to.

"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, emphasis added

On 2/11/2024 at 12:00 AM, Joshua Katz said:

It seems to me, though, that those who want to call the meeting should not call it to "discuss purchasing office furniture" but rather to conduct business regarding office furniture. A special meeting called only to discuss something will be unable to conduct business, in my opinion.

This is an ongoing debate on this forum, but I continue to disagree with the assertion that adding the word "discuss" to the call of a special meeting limits the assembly to discussion only.

On 2/11/2024 at 12:45 AM, Guest Lynn Warchuck said:

Thank you, Gary & Joshua for your prompt responses. I was thinking exactly what you have both stated- absurd that a Chair would call a meeting for something other than what was requested by 1/3 of the members. But unfortunately, that is exactly what has happened, the topic was not office furniture, but it has happened none the less. We proceeded to call the meeting ourselves after 15 days, with 5 days notice to members, but now our meeting is being called illegitimate.

The organization is ultimately the judge of its own rules, but from the facts presented, it seems to me the meeting is legitimate.

Edited February 11, 2024 at 01:33 PM by Josh Martin

[Guest Lynn Warchuck]

Thank you, all, very much. I am sharing your expert opinions with those that disagree with me, but I am receiving push back on whether Robert's Rules states that the Chair needs to include the requested agenda items (from the petition with 1/3 of the members signatures on it) in their call to the special meeting. Do any of you know what rule(s) or section of Robert's Rules covers this?

[Joshua Katz]

I don't believe RONR explicitly says this. I doubt the authorship team would have expected anyone to think a chair can evade the purpose of a special meeting via this trickery. It amounts not letting members call a special meeting. Which is fine; an organization is free to do that. But if it says members can call a meeting, then presumably they should be able to do so. That's not a RONR matter, though.

[Guest Lynn Warchuck]

On 2/11/2024 at 3:57 PM, Joshua Katz said:

I don't believe RONR explicitly says this. I doubt the authorship team would have expected anyone to think a chair can evade the purpose of a special meeting via this trickery. It amounts not letting members call a special meeting. Which is fine; an organization is free to do that. But if it says members can call a meeting, then presumably they should be able to do so. That's not a RONR matter, though.

So would "Some Principals of Interpretation" RR 56:68 Question #2, be appropriate in this matter; in the fact that the 1st interpretation listed below is absurd? And the 2nd  interpretation is not absurd- because the bylaws allow for the members to call a special meeting in the first place, and if the members ware given the right to call a meeting, they are given the right to dictate the purpose of said meeting?

1st interpretation: When 1/3 of the members petition for a special meeting and the purpose is stated in the petition, the Chair is not required to include the originally requested items in the petition in the call (and agenda) for the special meeting.

2nd interpretation: When 1/3 of the members petition for a special meeting and the purpose is stated in the petition, the Chair is required to include the requested items in the call (and agenda) for the special meeting.

[Richard Brown]

In my opinion, the second interpretation is clearly the correct one. It is pointless and almost absurd to provide that a certain number of members may call a special meeting, which, by definition must be for one or more specific purposes, but the chair can ignore the purpose in the request and call it instead for some different purpose.

[Guest Lynn Warchuck]

On 2/11/2024 at 11:34 PM, Richard Brown said:

In my opinion, the second interpretation is clearly the correct one. It is pointless and almost absurd to provide that a certain number of members may call a special meeting, which, by definition must be for one or more specific purposes, but the chair can ignore the purpose in the request and call it instead for some different purpose.

Thank you!

[Josh Martin]

On 2/11/2024 at 2:07 PM, Guest Lynn Warchuck said:

Thank you, all, very much. I am sharing your expert opinions with those that disagree with me, but I am receiving push back on whether Robert's Rules states that the Chair needs to include the requested agenda items (from the petition with 1/3 of the members signatures on it) in their call to the special meeting. Do any of you know what rule(s) or section of Robert's Rules covers this?

The interpretation that the chair can fulfill the requirement to call a special meeting by calling a meeting for an entirely different topic is absurd on its face, because that would defeat the entire purpose of the rule permitting members to call a special meeting. This is one of the more bizarre suggestions I have ever heard in my many years on this forum, and I have heard many bizarre suggestions in that time.

"A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. 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. The reason for special meetings is to deal with matters that may arise between regular meetings and that require action by the society before the next regular meeting, or to dedicate an entire session to one or more particular matters. As in the case of a regular meeting, the session of a special meeting in an ordinary society is normally concluded in a single meeting, unless the assembly at the special meeting schedules an adjourned meeting (see below)...

The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting. If, at a special meeting, action is taken relating to business not mentioned in the call, that action, to become valid, must be ratified (see 10:54–57) by the organization at a regular meeting (or at another special meeting properly called for that purpose)." RONR (12th ed.) 9:13, 9:15, emphasis added

The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. The purpose of calling a special meeting is not to have members gather just for fun. Rather, it "is to deal with matters that may arise between regular meetings and that require action by the society before the next regular meeting." As such, the purpose for which a special meeting is requested is an integral part of calling the special meeting.

By requesting a special meeting, members are requesting to have the assembly gather to act upon the items the members feel are so pressing they cannot wait until the next regular meeting. If the chair instead calls the meeting for some other purpose, that defeats the entire point.

I concur with Mr. Katz that the text does not explicitly state that a special meeting must be called for the same purpose for which it was requested, presumably because the authors felt this was plainly obvious to any reasonable person, and did not need to be explicitly stated. But perhaps this will now make its way into a future edition. There are other things in RONR which were made more explicit because the authors underestimated how "creative" people could get.

On 2/11/2024 at 3:59 PM, Guest Lynn Warchuck said:

So would "Some Principals of Interpretation" RR 56:68 Question #2, be appropriate in this matter; in the fact that the 1st interpretation listed below is absurd? And the 2nd  interpretation is not absurd- because the bylaws allow for the members to call a special meeting in the first place, and if the members ware given the right to call a meeting, they are given the right to dictate the purpose of said meeting?

1st interpretation: When 1/3 of the members petition for a special meeting and the purpose is stated in the petition, the Chair is not required to include the originally requested items in the petition in the call (and agenda) for the special meeting.

2nd interpretation: When 1/3 of the members petition for a special meeting and the purpose is stated in the petition, the Chair is required to include the requested items in the call (and agenda) for the special meeting.

The first interpretation is absurd, and the second interpretation is correct.

I would say this is especially the case given the great lengths the assembly has gone to to ensure 1/3 of the members can call a special meeting, going so far as to provide that any member can call the meeting if the chair fails to do so. If the organization wishes for the organization to be subject to the chair's whims in calling a special meeting, and the members' opinions to serve only as guidance, the rule would simply provide that special meetings can be called only by the chair.

Conceivably, it would also be possible to write a rule which permits 1/3 of the members to call a special meeting but for the chair to determine the subject of the meeting, but I have no earthly idea why an organization would want to do that.

Edited February 12, 2024 at 01:40 PM by Josh Martin

[Guest Lynn Warchuck]

On 2/12/2024 at 8:32 AM, Josh Martin said:

The interpretation that the chair can fulfill the requirement to call a special meeting by calling a meeting for an entirely different topic is absurd on its face, because that would defeat the entire purpose of the rule permitting members to call a special meeting. This is one of the more bizarre suggestions I have ever heard in my many years on this forum, and I have heard many bizarre suggestions in that time.

"A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. 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. The reason for special meetings is to deal with matters that may arise between regular meetings and that require action by the society before the next regular meeting, or to dedicate an entire session to one or more particular matters. As in the case of a regular meeting, the session of a special meeting in an ordinary society is normally concluded in a single meeting, unless the assembly at the special meeting schedules an adjourned meeting (see below)...

The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. This rule, however, does not preclude the consideration of privileged motions, or of any subsidiary, incidental, or other motions that may arise in connection with the transaction of such business or the conduct of the meeting. If, at a special meeting, action is taken relating to business not mentioned in the call, that action, to become valid, must be ratified (see 10:54–57) by the organization at a regular meeting (or at another special meeting properly called for that purpose)." RONR (12th ed.) 9:13, 9:15, emphasis added

The only business that can be transacted at a special meeting is that which has been specified in the call of the meeting. The purpose of calling a special meeting is not to have members gather just for fun. Rather, it "is to deal with matters that may arise between regular meetings and that require action by the society before the next regular meeting." As such, the purpose for which a special meeting is requested is an integral part of calling the special meeting.

By requesting a special meeting, members are requesting to have the assembly gather to act upon the items the members feel are so pressing they cannot wait until the next regular meeting. If the chair instead calls the meeting for some other purpose, that defeats the entire point.

I concur with Mr. Katz that the text does not explicitly state that a special meeting must be called for the same purpose for which it was requested, presumably because the authors felt this was plainly obvious to any reasonable person, and did not need to be explicitly stated. But perhaps this will now make its way into a future edition. There are other things in RONR which were made more explicit because the authors underestimated how "creative" people could get.

The first interpretation is absurd, and the second interpretation is correct.

I would say this is especially the case given the great lengths the assembly has gone to to ensure 1/3 of the members can call a special meeting, going so far as to provide that any member can call the meeting if the chair fails to do so. If the organization wishes for the organization to be subject to the chair's whims in calling a special meeting, and the members' opinions to serve only as guidance, the rule would simply provide that special meetings can be called only by the chair.

Conceivably, it would also be possible to write a rule which permits 1/3 of the members to call a special meeting but for the chair to determine the subject of the meeting, but I have no earthly idea why an organization would want to do that.

Thank you, very much, all of this has been extremely helpful! I am sharing it with those that need to hear it (yes, unfortunately, there is more than 1 person that feels the Chair did not have to call the meeting for our purpose). So ridiculous!

[Gary Novosielski]

The call of a special meeting must include purpose of the meeting.  If the president does not include the stated purpose, then the president has not "called" the meeting as demanded by the bylaws.  Any assertion to the contrary is patently absurd, and, in my view, worthy of significant disciplinary action against the president.

[Gary Novosielski]

On 2/12/2024 at 12:16 PM, Guest Lynn Warchuck said:

Thank you, very much, all of this has been extremely helpful! I am sharing it with those that need to hear it (yes, unfortunately, there is more than 1 person that feels the Chair did not have to call the meeting for our purpose). So ridiculous!

Very true, but there is also a provision that if the chair fails to (properly) call the meeting then the members can do so themselves, yes?  Am I reading that right?

If so, then the members should call the meeting and hold the meeting.  If the president (and VP) choose not to attend, the members should simply elect a presiding officer pro tempore, and proceed with the business for which the meeting was called.  Neither the president nor the board can declare a valid meeting of the membership invalid, since the power to determine whether the meeting comports with the bylaws is a decision that only the membership itself can make.

[Josh Martin]

On 2/12/2024 at 11:25 AM, Gary Novosielski said:

Very true, but there is also a provision that if the chair fails to (properly) call the meeting then the members can do so themselves, yes?  Am I reading that right?

If so, then the members should call the meeting and hold the meeting.  If the president (and VP) choose not to attend, the members should simply elect a presiding officer pro tempore, and proceed with the business for which the meeting was called.  Neither the president nor the board can declare a valid meeting of the membership invalid, since the power to determine whether the meeting comports with the bylaws is a decision that only the membership itself can make.

My understanding is that this is, in fact, exactly what happened, but some members are now alleging the meeting held in this manner was improper.

On 2/11/2024 at 12:45 AM, Guest Lynn Warchuck said:

Thank you, Gary & Joshua for your prompt responses. I was thinking exactly what you have both stated- absurd that a Chair would call a meeting for something other than what was requested by 1/3 of the members. But unfortunately, that is exactly what has happened, the topic was not office furniture, but it has happened none the less. We proceeded to call the meeting ourselves after 15 days, with 5 days notice to members, but now our meeting is being called illegitimate.

 

Edited February 12, 2024 at 08:37 PM by Josh Martin

[Gary Novosielski]

On 2/12/2024 at 3:37 PM, Josh Martin said:

My understanding is that this is, in fact, exactly what happened, but some members are now alleging the meeting held in this manner was improper.

Well, perhaps they are, but with all due respect to those members, I'm forced to wonder: So what? 

I guess they could raise a Point of Order at the next membership meeting, but I don't see a path to prevailing on that allegation, given that they are presumptively in the minority.

[Josh Martin]

On 2/12/2024 at 3:49 PM, Gary Novosielski said:

Well, perhaps they are, but with all due respect to those members, I'm forced to wonder: So what? 

I guess they could raise a Point of Order at the next membership meeting, but I don't see a path to prevailing on that allegation, given that they are presumptively in the minority.

Well, considering it was the chair who originally caused this problem, I wonder if some of the members alleging the meeting was improper are the chair and other officers of the society, and they are now refusing to implement the motions adopted at the special meeting.

[Guest Lynn Warchuck]

On 2/12/2024 at 12:25 PM, Gary Novosielski said:

Very true, but there is also a provision that if the chair fails to (properly) call the meeting then the members can do so themselves, yes?  Am I reading that right?

If so, then the members should call the meeting and hold the meeting.  If the president (and VP) choose not to attend, the members should simply elect a presiding officer pro tempore, and proceed with the business for which the meeting was called.  Neither the president nor the board can declare a valid meeting of the membership invalid, since the power to determine whether the meeting comports with the bylaws is a decision that only the membership itself can make.

You read that correctly. The chair called a special meeting for a completely different agenda item than what we collected signatures for so we called the meeting ourselves. Now, we have numerous members that are upset because they didn't like the outcome of the meeting so they are claiming our meeting was invalid. They claim the chair called a meeting so that is sufficient. But we state it was not a meeting called with OUR purpose, therefore we were right in calling the meeting ourselves.

[Guest Lynn Warchuck]

On 2/12/2024 at 5:21 PM, Josh Martin said:

Well, considering it was the chair who originally caused this problem, I wonder if some of the members alleging the meeting was improper are the chair and other officers of the society, and they are now refusing to implement the motions adopted at the special meeting.

Yes, the Chair is one of the people that do not want to acknowledge the meeting as valid.

[Gary Novosielski]

On 2/12/2024 at 5:41 PM, Guest Lynn Warchuck said:

You read that correctly. The chair called a special meeting for a completely different agenda item than what we collected signatures for so we called the meeting ourselves. Now, we have numerous members that are upset because they didn't like the outcome of the meeting so they are claiming our meeting was invalid. They claim the chair called a meeting so that is sufficient. But we state it was not a meeting called with OUR purpose, therefore we were right in calling the meeting ourselves.

It sounds like you held your meeting, and the meeting is now done.  "People saying things" is not a method of invalidating a meeting, if the rules in RONR apply.  You might need to call another meeting to initiate disciplinary proceedings against those who refuse to carry out the will of the membership.