Special Meetings being Called Without Full Notice

[Guest Danielle Kemper]

Good day, 

Within the past two months, there have been 4-5 special meetings that were called, but a select few board members haven’t been notified until either the meeting and votes have been adjourned and conducted, or notified within the same day (almost always through a short text message) with no clarity on what these meetings will entail. These members are then “pressured” to vote on something that they are not completely informed on, but the majority of the board already knows the details. When I use the word “pressured”, I mean that there are people who are using intimidation tactics (yelling, veiled threats, spreading misinformation) to influence the majority of the board to vote a certain way, and those minorities are the ones that are excluded. Nothing changes when this issue is brought before the board. What does RONR say about this? Also, does this minority group have any rights to request more clarity and fairer meeting protocols?

[Gary Novosielski]

Yes, RONR says that special meetings that are not properly called, i.e., all members notified a reasonable time in advance, and containing a description of the business to be conducted are not valid meetings.

[Josh Martin]

On 5/6/2024 at 11:07 AM, Guest Danielle Kemper said:

Within the past two months, there have been 4-5 special meetings that were called, but a select few board members haven’t been notified until either the meeting and votes have been adjourned and conducted, or notified within the same day (almost always through a short text message) with no clarity on what these meetings will entail.

This is improper for several reasons. These meetings are not properly called, and any business conducted at such meetings is null and void.

Your bylaws should specify the manner in which special meetings are called, including such details as who calls the meeting, the method of sending notice, and the number of days notice required. The notice must be sent, in the manner specified in the bylaws, to all members of the board.

As I understand the facts, some board members received no notice at all until the meeting had already occurred. As a result, those meetings are certainly not properly called. I am also skeptical that notification "within the same day" and "through a short text message" is proper notice, although I cannot say for certain without knowing what your bylaws say on that subject.

Further, notice of a special meeting must "clearly and specifically describing the subject matter of the motions or items of business to be brought up" RONR (12th ed.) 9:13. So notices (and therefore the special meetings) are also invalid on that basis, since you say that the notice includes "no clarity on what these meetings will entail."

So any actions taken by officers pursuant to the decisions of individual board members at these informal gatherings (since they are not valid meetings of the board) will need to be ratified at a regular or properly called special meeting of the board. Further, in the future, notice of special meetings must be sent to all members of the board, must clearly and specifically describe the motions or items of business to be considered at the special meeting, and must be sent in the manner specified in the bylaws, including the number of days of notice and the method of notice prescribed.

On 5/6/2024 at 11:07 AM, Guest Danielle Kemper said:

These members are then “pressured” to vote on something that they are not completely informed on, but the majority of the board already knows the details. When I use the word “pressured”, I mean that there are people who are using intimidation tactics (yelling, veiled threats, spreading misinformation) to influence the majority of the board to vote a certain way, and those minorities are the ones that are excluded.

I suggest that members refuse to cave to such "pressure," politely at first, and increasingly impolitely.

To the extent that such actions are occurring during a meeting, yelling and veiled threats are most certainly violations of the rules of decorum. Spreading misinformation does not, strictly speaking, violate any parliamentary rule, but is frowned upon in most assemblies.

To the extent that such actions are occurring outside of a meeting, these actions are outside the scope of Robert's Rules and parliamentary law, however, such behavior could be grounds for disciplinary action. Conceivably, threats could also be grounds for legal action, depending on the nature of the threats, although that is beyond the scope of RONR and this forum and such questions should be directed to an attorney.

On 5/6/2024 at 11:07 AM, Guest Danielle Kemper said:

What does RONR say about this?

I would suggest reviewing the following sections in RONR (12th ed.):

• Special Meetings, 9:13-16
• Decorum in Debate, 43:19-28
• Disciplinary Procedures, Ch. XX

On 5/6/2024 at 11:07 AM, Guest Danielle Kemper said:

Also, does this minority group have any rights to request more clarity and fairer meeting protocols?

Yes. See the sections above. You may also wish to review:

• Point of Order, Section 23
• Appeal, Section 24
• Remedies for Abuse of Authority by the Chair in a Meeting, 62:2-15

Since apparently a majority of the board is acting with disregard for the rules, however, I imagine the ultimate resolution to this problem will be for the society's membership to elect better board members.

Edited May 6, 2024 at 04:49 PM by Josh Martin