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From crisis to catharsis: special meetings bring dissident voices into democratic history - without bloodshed.


Special meetings bring dissident voices into democratic harmony--without bloodshed.

Meetings of pro-choice and pro-life advocates on abortion are typically marked by the clash of inflammatory words and gestures--a jar with a fetus suspended in formaldehyde passed through the angry crowd, red paint splashed against buildings and sidewalks, alternating shouts of "No more coat hangers!" and "Baby killers!"

That specter ran through the minds of the elected leaders and management of the Los Angeles County Bar Association as they contemplated an unprecedented "special meeting" of the membership on the issue of abortion.

Fortunately that's not what happened that Monday evening in downtown Los Angeles when members discussed and voted on whether LACBA's board should have co-sponsored a resolution supporting a woman's right to choose abortion under certain circumstances.

Three months earlier a regular board meeting included a vote on the abortion resolution. By the following Monday, LACBA had received the minimum 50 requests from members that, under state law and the bylaws, required the president to call a special meeting of LACBA's 26,000 members. Until those requests started coming in, no one had paid much attention to the standard bylaw provision concerning special meetings. No one, not even those who called for the meeting, knew what to expect.

A special meeting can be called--in a manner prescribed by the statutes, articles, and bylaws--any time a special matter requiring immediate attention arises. The lawful purposes for such a meeting could include such corporate matters as amending or repealing the articles or bylaws, filling vacancies on the board, removing directors without cause, approving contracts in which a director has a material financial interest, disposing of corporate assets, or voluntarily electing to wind up and dissolve the corporation.

Other purposes might involve political or policy matters, such as advising the board on changes in classes of membership, taking a vote of no confidence in the current board or officers, or establishing a consensus within the membership for or against a particular association position.

Although you may see a special meeting as a crisis, especially if called at the behest of a vocally critical segment, a special meeting is actually as much democratic member action as an election. If you understand the requirements and manage the dynamics, you can transform a special meeting from a crisis to a catharsis.

Legal requirements

Who can call it. The special membership meeting is a product of the state nonprofit corporation laws that apply to most associations. An association's own bylaws may also impose supplementary requirements, as long as they are not inconsistent with law or the articles of incorporation.

For example, a California statute states, "Special meetings of members for any lawful purpose may be called by the board, the chairman of the board, the president, or such other persons, if any, as are specified in the bylaws. In addition, special meetings of members for any lawful purpose may be called by 5 percent or more of the members."

LACBA's bylaws provided that "The Association shall hold special meetings of members upon the call of the President of the Board of Trustees. The President shall call a special meeting upon written request therefore signed by fifty (50) members of the Association." LACBA's bylaws supplemented the state statute by limiting the people who were entitled to call a special meeting to just one: the president.

Note that requests from only 50 of the 26,000 members compelled the president to call a special meeting of the entire membership. Absent that bylaws provision, the nonprofit corporation law would have required a sizable 5 percent of the membership--that's 1,300 members--to call the meeting. The 5 percent requirement, sometimes expressed as "one twentieth of the votes entitled to be cast at such meeting," is typical of state law. ASAE bylaws require "two and one half percent of the Regular Members," a common alternative.

Limited agenda. Business that may be transacted at a special meeting usually is limited to a previously identified item. California law required that our special meeting notice state "the general nature of the business to be transacted" and that "no other business may be transacted."

In all cases, read and consider the bylaws together with the state nonprofit corporation laws and the articles of incorporation to determine the legal requirements.

Written notice. For LACBA's special meeting, the state law and bylaws further provided that * we give written notice not less than 20 nor more than 90 days before the proposed meeting date, either by mail or through the newsletter; * the record date for member voting was the last business day of the month preceding the month in which the vote occurred; * absentee ballots and proxy voting were not permitted. * the meeting had to be conducted according to the latest revision of Robert's Rules of Order; * the president or other presiding officer was to prescribe the order of business; * only the business identified in the notice could be transacted at the meeting; and * only LACBA's board was empowered to manage LACBA affairs.

This last item was important to the officers and board because one of the three questions to be considered at the meeting was "Should the action of the Board of Trustees be rescinded?"

Time frame. State law and the bylaws set the meeting at between 20 and 90 days from the date of notice, if notice was not to be sent by first class, registered, or certified mail. We announced the meeting in the membership newsletter and sent a press release to the local trade newspapers.

Meeting logistics

Estimating size. LACBA staff decided to rent the largest downtown hotel ballroom, with a capacity of approximately 2,000. We estimated that the special meeting was bound to generate substantially more member interest than the annual election, in which 400-500 members typically voted. We also limited attendance to members and the press and calculated that the drive into downtown Los Angeles during evening rush hour would discourage members with only passing interest in the abortion resolution. The resulting estimate of 2,000 proved high, however; only 625 members actually attended.

Counting votes. To facilitate voting and vote counting, we divided the hotel ballroom into sections for voting members, nonvoting members, and the press. Staff verified membership outside the meeting room with an alphabetical membership printout.

Voting members were issued an index card to hold up during any vote count if the presiding officer doubted the result of a voice vote. Meeting department staff counted votes in identified seating sections, and several members of the accounting department tabulated them.

Getting advice. In the course of planning, officers and executive staff consulted with outside counsel familiar with California nonprofit law. Access to legal talent without charge is perhaps a unique benefit of a bar association, but securing legal advice to comply with complex state corporation laws and association bylaws is a wise investment for any association before a special meeting. By taking this precaution, the association likely will avoid draining resources in litigation over alleged noncompliance.

Other volunteer members familiar with parliamentary procedures prepared supplements to Robert's Rules of Order for orderly floor debate and also agreed to monitor debate time limits at the meeting.

At least two of those members sympathized with the position of those who had called the special meeting; their agreement to advise at the meeting enhanced the president's credibility and the impression of fairness.

Managing the dynamics

The legal and practical requirements of a special meeting set only the parameters within which strategic and political decisions and reactions will occur. Human dynamics--an idiosyncratic interplay of personalities and circumstances--determine the unfolding of events leading up to and through the meeting. You can't control these dynamics, but you can help shape and guide them for maximum advantage.

It's difficult for a board under siege to view a special meeting as part of the democratic process that infuses every association. For LACBA's board, the challenge was made more formidable by the Ad Hoc Committee Opposing the Politicization of the Los Angeles County Bar Association.

This group was formed by many of the same members who had requested the special meeting. They viewed the underlying issue before the members at the special meeting as "whether a temporary majority of the Board of Trustees should use its position of power to promote its own political agenda--an agenda not discussed or debated in electing that Board," as one of their mailings to the membership explained. That same mailing and a press release to the local trade press threatened the formation of an "alternative bar association" in Los Angeles if the board did not reverse its position on the abortion resolution.

The greater worry was that the mailing also enclosed a "ballot" on the three questions to be presented at the meeting, even though absentee ballots and proxy voting were prohibited. This reference to a "ballot" meant that members who did not attend might become irate because they mistakenly believed they had already voted.

Informal meetings and negotiations can be crucial in defusing situations and working toward compromise. The LACBA president and executive director and select members of the ad hoc committee discussed alternatives to the special meeting, such as a membership survey or plebiscite, board reconsideration of its earlier vote on the abortion resolution, and passage of a board resolution recognizing the underlying concerns of the ad hoc committee.

One specific suggestion was to create an advisory committee, or committee on purview, to review potentially controversial issues and advise the board of likely membership divisions prior to any board vote on the issue.

Association officers and staff were struck by the sincerity, strong emotion, and deep philosophical conviction exhibited by ad hoc committee members. Both sides realized their opposing views proceeded from markedly different perspectives--moral conviction and religious belief and doctrine, for example, in the case of some members of the ad hoc committee--on the issue itself.

Although no alternatives to the special meeting were agreed upon, the informal discussions did resolve the issue of the ad hoc committee's "ballot." LACBA leadership decided against publicly questioning the committee's motives. Instead, the association's officers responded to the "ballot" mailing by sending a letter to the committee expressing concern over the possibly misleading reference to a mail "ballot." In addition, they sent copies of this letter to the local legal newspapers.

The president also used one meeting to communicate outside counsel's advice that any vote would be advisory to the board only. Now the ad hoc committee knew in advance that, legally, the membership could not rescind the board's previous action despite the wording of the meeting's business. Any retaliatory action against the board, if members disagreed with the board's action, would have to be political rather than legal.

Ultimately these meetings contributed to a greater understanding of the special meeting as a democratic process that could be used to help build consensus and increase accessibility by, and accountability to, the membership. As the day of the special meeting drew closer, LACBA's president developed the theme of "strength through diversity within the membership" for his remarks at the meeting.

The meeting itself was anticlimactic. Advance planning and preparation paid off: The logistics, debate, and voting went smoothly. Some 625 members (approximately 2.4 percent of the membership) voted, supporting the board's action by a margin of almost two to one on each of the three questions presented, with no inflammatory gestures or rhetoric, no challenge to the procedures or format of the meeting, and no sophisticated parliamentary maneuvering in the debate and voting.

Drawing conclusions

After a special meeting, staff and elected leadership have an insightful opportunity to review and revise bylaws and policies for next time. Be careful to distinguish between the procedures and the context in which they were, or might be, used; a bad experience may not justify change if the procedures were not the problem.

LACBA's officers and board decided to create a purview committee to study and make recommendations to the board about what kinds of issues should and should not be considered in the future. The leadership will also consider amending the bylaws to eliminate the possibility that about two tenths of one percent (50 members) of the 26,000 members could compel a special meeting in the future.

For management, the goal of the special meeting is to transform a potential crisis into a catharsis for the association. But the measure of success is difficult to gauge. In LACBA's case, the ad hoc committee was not appeased by the special meeting and forced a rare contest and campaign--the political recourse suggested above--for two officer and three board positions at the next annual election, with a result predicted by the special meeting vote. The special meeting cost LACBA approximately $10,000 in expenses and a minimum $20,000 in staff time.

Nevertheless, fewer than 100 members resigned. No drive to recall the officers or board members was launched. And no alternative bar association was formed.

President Bush declared before ASAE in March 1990, "The act of association is nothing less than democracy in action: individuals translating common interests into a common cause." But when faced with a special meeting, the association executive may find that democratic action is not cheap, parochial interests often are pitted against common interests, and the common cause may not always be commonly held.

Joseph N. Kornowski is assistant executive director and general counsel of the Los Angeles County Bar Association.
COPYRIGHT 1991 American Society of Association Executives
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Copyright 1991, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Title Annotation:special meeting called by the Los Angeles County Bar Association on the issue of abortion
Author:Kornowski, Joseph N.
Publication:Association Management
Date:Aug 1, 1991
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