Board Meeting Legal??

[gboulter]

Members of the Board did not finish their meeting and decided to continue it in two weeks. In the meantime an Annual Meeting of the Shareholders took place and all of the existing Boad members were re-elected for a further term. The "old" Board later continued its meeting. Are any decisions reached or resolutions passed at this meeting valid or should the newly elected Chair of the "new" Board have started a new meeting? If the latter, should the "new" Board now ratify the decisions reached during the continued meeting?

[Rob Elsman]

The board adjourned to a time too far, since some or all of the terms of the board members expired in the interval. Any business transacted at this adjourned meeting is null and void. As you suggest, these actions can be ratified by the board at a later meeting.

[Gary c Tesser]

The board adjourned to a time too far, since some or all of the terms of the board members expired in the interval. Any business transacted at this adjourned meeting is null and void. As you suggest, these actions can be ratified by the board at a later meeting.

I'm missing this. Is there a citation, please?

[Rob Elsman]

I'm missing this. Is there a citation, please?

RONR (10th ed.), p. 229, ll. 11-18.

[Chris Harrison]

I'm missing this. Is there a citation, please?

RONR p. 471 EFFECT OF PERIODIC PARTIAL CHANGE IN BOARD MEMBERSHIP.

[Gary c Tesser]

RONR p. 471 EFFECT OF PERIODIC PARTIAL CHANGE IN BOARD MEMBERSHIP.

Thanks, men.

Rob, you figure that p. 229 says that the partial change in board membership prohibits an adjourned meeting after the change? Or any business at all? How?

Chris, I see you if the adjourned meeting wanted to deal with unfinished business from the first meeting, which will have fallen in the water. But if GerryB's board wanted to simply continues its business, such as hearing the rest of the officer and committee reports, special orders, and new business, they couldn't?

(N. B. No, I don't think the board belongs to GerryB.)

[Kim Goldsworthy]

... you figure that p. 229 says that the partial change in board membership prohibits an adjourned meeting after the change?

Or any business at all?

How?

Chris, I see you if the adjourned meeting wanted to deal with unfinished business from the first meeting, which will have fallen in the water.

But if GerryB's board wanted to simply continues its business, such as hearing the rest of the officer and committee reports, special orders, and new business, they couldn't?

To assert that an adjourned meeting "cannot" conduct the very same business which "fell to the ground" would be drawing a distinction where none exists, virtually.

Why? Because the "new" board which would meet in this adjourned meeting may MOVE ANEW 100% of whatever business "fell to the ground" purely due to the changeover.

Remember, it isn't a special meeting, but a continuation of the same session, despite the changeover of personnel.

So the agenda used in the adjourned meeting is already in progress, "awaiting" completion.

For a deadline-related activity, like a Xmas party, indeed, an adjourned meeting might be the only tool available, where special meetings are impossible.

[Chris Harrison]

Rob, you figure that p. 229 says that the partial change in board membership prohibits an adjourned meeting after the change? Or any business at all? How?

Chris, I see you if the adjourned meeting wanted to deal with unfinished business from the first meeting, which will have fallen in the water. But if GerryB's board wanted to simply continues its business, such as hearing the rest of the officer and committee reports, special orders, and new business, they couldn't?

RONR p. 471 says:

[a]ll unfinished business existing when the outgoing portion of the board vacates membership falls to the ground under provision ( c ) on page 229...

But then again not everything considered in an Adjourned meeting would necessarily qualify as unfinished business. So maybe everything except unfinished business would still be "floating off the ground".

However, because of what p. 229( c ) RONR says:

The business that is unfinished at the time of adjournment falls to the ground.

I am sort of thinking that RONR p. 471's use of "unfinished business" is not being used in the usual way.

[Rob Elsman]

Thanks, men.

Rob, you figure that p. 229 says that the partial change in board membership prohibits an adjourned meeting after the change? Or any business at all? How?

Chris, I see you if the adjourned meeting wanted to deal with unfinished business from the first meeting, which will have fallen in the water. But if GerryB's board wanted to simply continues its business, such as hearing the rest of the officer and committee reports, special orders, and new business, they couldn't?

(N. B. No, I don't think the board belongs to GerryB.)

Yep. The adjournment of the last meeting before the terms of some or all of the members of the board expire is treated as an adjournment sine die (SIN-eh DEE-ay, thank you).

[Weldon Merritt]

sine die (SIN-eh DEE-ay, thank you).

Actually, it's "SIGN-ee DYE-ee." RONR p. 81, fn.

[Rob Elsman]

Actually, it's "SIGN-ee DYE-ee." RONR p. 81, fn.

...only among the unwashed.

[Kim Goldsworthy]

...only among the unwashed.

Agreed.

Legal Latin is so heavily anglicized it is laughable.

Church Latin (Italian) is much more predominant in the American English dictionaries of Latin words and phrases.

De gustibus non disputandum est.

[Trina]

Actually, it's "SIGN-ee DYE-ee." RONR p. 81, fn.

Wow, it really does say that

So, is there really an officially mispronounced version of Latin (the 'legal Latin' mentioned by Mr. Goldsworthy)? I had no idea. Gee, there's no end to the valuable information available on this forum... some of it even related to the rules in RONR...

[Kim Goldsworthy]

So, is there really an officially mispronounced version of Latin?

"Ya pays yer money and ya takes yer choice."

Take for example, "VIVA VOCE" (translated as "by the living voice")

***

RONR has:

[VIE-vuh VOE-see]

***

In Latin 101, this is:

[Wee-wah Wo-kay]

(All letter V's are pronounced as letter W's.)

***

Merriam Webster's Collegiate Dictionary (the dictionary authority cited by the Chicago Manual of Style) gives two pronunciations, one anglicized, one in Church Latin.

1. Vai-vuh Vo-see

2. Vee-vuh Vo-chay

***

In the film Dragonslayer (1981), I recognized the princess's Latin phrase, "Farewell. Sleep well." ("Vale! Dorme bene!") right off the bat.

(Tip: Anytime someone says "Wally" in a medieval era film, he isn't referring to the brother of Beaver Cleaver. It's a dead giveaway.)

***

(Ever notice that when Thomas Paine writes, all his S's look like F's?)

***

[hmtcastle]

In Latin 101, this is:

Wee-wah Wo-kay]

(All letter V's are pronounced as letter W's.)

In Bugs Bunny 101, all Rs are pronounced as Ws (without apostrophes). As in, "Wait 'til I get my hands on that wascally Henwy Wobert!"

If the answer is "9W" (a U.S. Route that runs along the west side of the Hudson), what's the question?

Herr Wagner, do you spell your name with a "V"?

[Gary c Tesser]

In Bugs Bunny 101, all Rs are pronounced as Ws (without apostrophes). As in, "Wait 'til I get my hands on that wascally Henwy Wobert!"

If the answer is "9W" (a U.S. Route that runs along the west side of the Hudson), what's the question?

Herr Wagner, do you spell your name with a "V"?

Wow, Trina was even more right than usual.