Time and place for a point of order about a continuing breach

[Guest Guest]

Our committee has been meeting even though it has fewer members than the minimum required by the bylaws. It is not a question of a quorum; a sufficient number of members were simply not appointed "promptly" after the Annual General Meeting (held three months ago) as required by the bylaws. As no one is disputing the meaning of "prompt" it is not a question of interpretation. Should the chair raise the point herself, declare the meeting and/or any previous actions invalid and simply report the issue to the parent body (i.e. the Board) whose responsibility it is to make the appointments?

[Josh Martin]

Should the chair raise the point herself, declare the meeting and/or any previous actions invalid and simply report the issue to the parent body (i.e. the Board) whose responsibility it is to make the appointments?

 

The committee should report the issue to the parent body, but the fact that the committee has fewer than the required number of members will not invalidate the committee's actions.

[Guest Bill]

The committee should report the issue to the parent body, but the fact that the committee has fewer than the required number of members will not invalidate the committee's actions.

Is that because the bylaw pertains to the makeup of the committee, but not its actions? I also assume the committee would have to be brought into compliance with the bylaw before it could resume meeting.

[Guest Guest]

Vacancies occur all the time. People die, move away, resign, are kicked out of office. As long as it can meet the quorum requirement, the committee can continue to function.

[Guest Edgar]

Vacancies occur all the time.

Just so Mr. Tesser doesn't have a cow, I'll apologize for neglecting to enter a name in the appropriate field.

[Guest Bill]

Vacancies occur all the time. People die, move away, resign, are kicked out of office. As long as it can meet the quorum requirement, the committee can continue to function.

I don't think so. Similar to a board, surely it's considered a new committee once reconstituted at the annual general meeting in accordance with the rules, even though there may be some members whose terms continue. The appointments were never made to begin with.

 

Our board even tried recessing (not adjourning) just before our last AGM during which elections were held, and then reconvene afterward! 

 

If I am wrong, please set me straight!

[Gary c Tesser]

...

Our board even tried recessing (not adjourning) just before our last AGM during which elections were held, and then reconvene afterward!

I can't figure which is worse, that I don't know what this means, or that I don't see what it has to do with the underpopulated committee.

[Guest Guest]

In the first instance, the committee was improperly constituted, and should not be meeting until the minimum number of members are appointed "promptly" (not 3 months!) after the Annual General Meeting as required by the bylaws. [Promptly: with little or no delay]  I see Edgar's point about ordinary vacancies and the continuance of business. But although the bylaws are silent about filling them, regardless of number, they are sufficiently clear regarding the appointment of new and sufficient members following an AGM. So, my question remains: Is there a continuing breach, and should the committee be meeting?

 

In the second instance, the Board should not have held a general meeting electing its directors and officers during a recess. As I understand the rules, all business in the first part of the session "falls to the ground" in the second under those circumstances. I mentioned the latter instance simply as an example of how our organization has no problem trampling over the rules or the bylaws in the conduct of business. Sorry for the confusion. In the future I will endeavor to keep to the question! I'm new to the forum, and here to learn. Thanks for the lesson.

I can't figure which is worse, that I don't know what this means, or that I don't see what it has to do with the underpopulated committee.

 

[Gary Novosielski]

I also assume the committee would have to be brought into compliance with the bylaw before it could resume meeting.

 

That would be an incorrect assumption. 

[Guest Bill]

So, please tell me: What are the practical implications of being in continuing breach of the bylaw by not appointing the minimum number of members "promptly" following the annual general meeting? If they were appointed today, the issue would be satisfactorily resolved. But there is no sign of it happening soon, yet there is unfinished important business to be completed.

[Guest Gréta]

I think a better approach might be to consider how to (with the backing of as many members as you can convince) motivate or possibly force the malefactors into fulfilling their duty to populate the committee--trying to find an opportune point of order may be a dead end.

 

At an extreme, and depending on your bylaws, you could remove boardmembers from office for e.g. neglect of duty. But I think the answer may be 'political' rather than 'procedural'.

 

 

[Josh Martin]

Is that because the bylaw pertains to the makeup of the committee, but not its actions? I also assume the committee would have to be brought into compliance with the bylaw before it could resume meeting.

 

The reason is that an incomplete election doesn't prevent a body from meeting and conducting business. The committee is free to continue meeting while the parent assembly tries to complete the election.

 

Think about it. If a board or committee is supposed to have five members but only three people are interested at the time, should the board or committee's members have to sit on their hands until the parent assembly can find two more people?

 

I don't think so. Similar to a board, surely it's considered a new committee once reconstituted at the annual general meeting in accordance with the rules, even though there may be some members whose terms continue. The appointments were never made to begin with.

 

Our board even tried recessing (not adjourning) just before our last AGM during which elections were held, and then reconvene afterward! 

 

You're correct that it's an incomplete election, not a vacancy, but the committee is still free to meet and conduct business.

 

So, my question remains: Is there a continuing breach, and should the committee be meeting?

 

No, and yes. The board should complete the elections at the earliest opportunity, but that doesn't undermine the committee's legitimacy.

 

In the second instance, the Board should not have held a general meeting electing its directors and officers during a recess. As I understand the rules, all business in the first part of the session "falls to the ground" in the second under those circumstances. I mentioned the latter instance simply as an example of how our organization has no problem trampling over the rules or the bylaws in the conduct of business. Sorry for the confusion. In the future I will endeavor to keep to the question! I'm new to the forum, and here to learn. Thanks for the lesson.

 

This sounds like a separate issue that we'll need further information about to address properly.

 

So, please tell me: What are the practical implications of being in continuing breach of the bylaw by not appointing the minimum number of members "promptly" following the annual general meeting? If they were appointed today, the issue would be satisfactorily resolved. But there is no sign of it happening soon, yet there is unfinished important business to be completed.

 

It's not a continuing breach and there are no practical implications other than that the committee is smaller and the remaining positions should be filled as soon as possible.