Action Without a Meeting

[Guest Mary kay]

Our organization resently proposed a bylaw change, notice was given with the call to meeting, however, the meeting was canceled (no quorum). A ballot was mailed out for "Action Without a Meeting" but the bylaw changes we are to vote on are far more numerous and extensive than the initial proposal. Can these changes be made with out notice and/or a meeting? Does an opportunity for discussion need to be provided?

[jstackpo]

No.

Yes.

(In the order you asked.)

[Robert B Fish]

Unless your bylaws provide for "Action without a Meeting", you cannot do it any and such action is null and void.

You should ask the chairman to point to the section in your bylaws that allows taking action in that way and, if there is none, advise that you will raise a point of roder at the next meeting demanding the action be declared null and void.

Also, the chairman could be disciplined for exceeding his/her authority in ordering this ballot and taking any action based on null and void actions.

-Bob

[Guest Mary Kay]

What would be the proper way to question these actions with the cahir of the board? Are there references I can utilize in my inquiry? I really want to do this correctly, all help/suggestions would be appreciated.

[hmtcastle]

however, the meeting was canceled (no quorum)

Well, you won't (officially) know there's no quorum until the meeting is called to order. Then, since there's very little that can be done, it can be adjourned. But it can't be canceled and minutes (albeit brief) should be prepared (and approved).

[Guest Mary Kay]

The meeting was canceled days before the scheduled date and time, low preregistraion was construed as lack of quorum.

We do have the provision for "Action Without A Meeting" however, my concern is the dramatic changes in the proposed bylaw revisions from the origianl notice given. Do give up the right to debate the merits of the changes because of the "Action Without A Meeting"? Should the multiple revisions be considered separately?

[hmtcastle]

The meeting was canceled days before the scheduled date and time, low preregistraion was construed as lack of quorum.

There is no provision in RONR for canceling a meeting. Your rules may vary.

We do have the provision for "Action Without A Meeting" however, my concern is the dramatic changes in the proposed bylaw revisions from the origianl notice given. Do give up the right to debate the merits of the changes because of the "Action Without A Meeting"? Should the multiple revisions be considered separately?

You'll have to figure out what your "Action Without A Meeting" rule permits.

[Robert B Fish]

Re: "The meeting was canceled days before the scheduled date and time, low preregistraion was construed as lack of quorum."

Unless the bylaws provide some way to do so, the organization may not cancel a validly called meeting. Of course, it's too late to do anything about it now.

Re: "We do have the provision for "Action Without A Meeting"

OK, you need to follow those provisions. If you feel the motion needs to be considered at a meeting, you should vote "no" on the action without a meeting. Apparently that section does not say anything about the issues that concern you so you do not have a valid claim that the bylaws are not being followed.

Frequently, requirements for action without a meeting have higher than normal vote requirements. Read the bylaws and follow those procedures.

-Bob