DanielEHayes

Added for further clarity.  Notice the cancellation notice is much less detailed.

d) Electronic meetings may be called by either:
• The committee Chair, or
• 1/3 of the committee members or 2 committee members, whichever is greater. However, the call of an electronic meeting can be canceled if a majority of the committee members email a cancellation request to the entire committee prior to the scheduled time of the meeting.

So must does not mean must?

So here is the provision from our policy manual on how to call an electronic meeeting for our board.  I left out the portion that covers notice as it is not relevant to my question.

“e) Each committee member calling for an electronic meeting must do so by emailing the entire committee and specifying the date of the meeting, time of the meeting, and the topic(s) to be addressed. “

Is it sufficient in an email chain that one member stated the date, time and topic for members to say, “Please join me to this request.”

or

”I will also call for the meeting at that time.”

These are email responses from members of the board in their entirety.   Are they enough to  be counted for this meeting call?  

I’ll throw in that it’s about a matter of discipline in case that makes a difference.

I think that with regards to it’s matter of discipline for this organization that this provision says that Roberts is not authoritative, though I would argue it still could be persuasive.

See RONR(11th ed.),pp.589-590,ll.33-5.

  “If the bylaws authorize certain things specifically, other things of
  the same class are thereby prohibited.  There is a presumption that
  nothing has been placed in the bylaws without some reason for it.
  There can be no valid reason for authorizing certain things to be done
  that can clearly be done without the authorization of the bylaws,
  unless the intent is to specify the things of the same class that may
  be done, all others being prohibited.”

Must an organization follow the disciplinary hearing procedures laid out in RONR, specifically regarding holding a vote to suspend in a meeting or could it vote on the suspension by email?

This organization:

-has adopted in its bylaws RONR’s current edition as its parliamentary authority

-has a standing Judicial Committee 

-has allowed for email voting in its bylaws 

-uses email voting somewhat regularly

- has a provision for discipline of officers that states;

“ The Committee may, for cause, suspend any officer by a vote of 2/3 of the entire Committee. The suspended officer may challenge the suspension by an appeal in writing to the Judicial Committee within seven days of receipt of notice of suspension. Failure to appeal within seven days shall confirm the suspension and bar any later challenge or appeal. The Judicial Committee shall set a date for hearing the appeal between 20 and 40 days of receipt of the appeal and shall notify all interested persons, which persons shall have the right to appear and present evidence and argument. At the hearing the burden of persuasion shall rest upon the appellant. The Judicial Committee shall either affirm the Committee's suspension of the officer or order the officer's reinstatement within 30 days of the hearing. Failure of the Judicial Committee to rule within 30 days shall constitute an affirmation of the Committee's suspension of the officer. At such time as the suspension is final, the office in question shall be deemed vacant.”

Wow! Lots of responses! The day after I posted my question I had some medical problems that kept me away from the computer. I'll read the responses in depth this weekend and will try to respond (if needed). 

 

Our organization is in New York State. It is a not-for-profit organization (Historical Society). In New York State, land of 100,001 laws and regulations, Historical Societies, Museums, and Libraries can only operate legally if approved by the New York State Education Department. That approval is in the form of a Charter (either provisional or absolute).

 

Within the last few weeks I learned our organization must abide by other regulations. In NYS, not-for-profit organizations have to abide by "Not-for-profit Corporation" regulations. These regulations dictate many things, such as quorums, whistleblower requirements, conflict of interest policies, mergers, consolidations, finances, and many other details. Many of the regulations allow the organization's By-Laws to supersede the state regulations.

 

The page with information on these regulations can be found at:

 

http://public.leginfo.state.ny.us/lawssrch.cgi?NVLWO:

(On the page, scroll down to "NPC  Not-For-Profit Corporation")

 

FYI... On the page with the Not-For-Profit Corporation regulations, "Article 1, Section 102. Definitions" states the following:

(6-a) "Entire board" means the total number of directors  entitled  to

  vote which the corporation would have if there were no vacancies. If the

  by-laws  of  the  corporation  provide that the board shall consist of a

  fixed number of directors, then the "entire board" shall consist of that

  number of directors. If the by-laws of any corporation provide that  the

  board  may  consist  of  a range between a minimum and maximum number of

  directors, then the "entire  board"  shall  consist  of  the  number  of

  directors  within  such  range that were elected as of the most recently

  held election of directors.

 

Since we are Chartered by the NYS Education Department (explained in the 2nd paragraph of this post), we have to abide by other regulations within the State Education Department.

 

Whew...

 

David

 

SO do your bylaws set a fixed number for the board or a range between a minimum and maximum number of

  directors, then the "entire  board"  shall  consist  of  the  number  of

  directors  within  such  range that were elected as of the most recently

  held election of directors.

Either way...I am seeing some SHALL up in there... Not SHOULD consist of X number of members....SHALL.. SHALL means Must. SO I think that sort of fits in line with what Fisherman Honeman was showing about the General's intent.  You guys need to fill the Vacancies. NOT having filled those does not excuse you from the Quorum requirement and may leave you negligant in your duties by ignoring some SHALL's I see there..but I ain't a Loiya and so other than that..I am running away..

I think almost everyone commenting in this thread has lost sight of the fact or is choosing to ignore the fact that Guest Cindy is referring to a city council.... a public body... that is almost certainly subject to both state open meetings (sunshine) laws and to its own special rules, both of which almost certainly call for the body to not only adopt an agenda but to post or publish the proposed agenda prior to the meeting.   Listing items for discussion on agendas for such public bodies is quite common.  If I am going to incur the "wrath of Dan" for  saying that, so be it.  If someone thinks it is "showing off, so be it.   RONR can apply.... and usually does apply... whenever and to the extent that it is not in conflict with the superior rules of the body, state law, or other controlling law such as a city charter.   The fact of the matter is that it is quite common for city councils to both adopt agendas and to have items on those agendas for discussion only.

Thanks for that reminder Richard, and shame on me for not thinking of that aspect.

It's not like you and I have ever testified in front of the La legislature in support of any open meeting laws or anything.

I know the feeling.

I think I know the feeling even better than you at the moment...threads to follow.

Should it?

 

If actions taken at an inquorate meeting are taken by individuals (and not by the assembly), isn't it the same as if those members had happened to meet get together at the local tavern and made the same decisions? 

Since it was a properly called meeting,  it is possible that they could agree to take "illegal" action at that time, with the intent/hope that when the organization had a meeting at which they had a quorum they could ratify the actions thereby making them legal.With that in mind I think it would be appropriate for those actions taken in the absence of a quorum to be included in the minutes.

RONR (11th ed.), p.124, ll. 27-31

If however the "illegal" action is not ratified, they shall be subject to immediate execution or worse yet..to live under my organizations bylaws. (Citation pending publication of the 22nd ed.)