Board Procedures when None Specified in Bylaws

[BryanSullo]

Our congregational church has a rather odd setup of boards:

As defined in our bylaws, we have an Elder board (who are responsible for spiritual matters), a Diaconate board (who are responsible for the building and other physical needs) and a Joint Board, consisting of the Elders and Deacons, and chaired by the Pastor.

The only mention, in our bylaws, of the procedures for board meetings reference the Joint Board: "The Joint Board shall meet monthly to hear reports of the Board of Elders and the Diaconate Board, and to coordinate the activities of both boards when necessary," and, ". . . a meeting may be called by the Pastor, the chairman of either board or by any two Joint Board members."

There are no provisions at all for the meeting of the Elders or Deacons separately, and there is no mention of a set day or time for the monthly meetings of the Joint Board. What does RONR have to say about boards that have no set meeting time, and no provision to call special meetings? I can't seem to find a reference.

[J. J.]

In theory each board could schedule meetings by resolution (p. 89, ll. 10-15).

[BryanSullo]

In theory each board could schedule meetings by resolution (p. 89, ll. 10-15).

So . . . absent of any other provision in the bylaws, the only way for those boards to properly call a meeting would be to pass a resolution at a meeting of the full assembly, setting a time for the next meeting (or a standing rule)?

It sounds like we have a big, gaping hole in our bylaws!

[Gary c Tesser]

In theory each board could schedule meetings by resolution (p. 89, ll. 10-15).

... leaving unsettled the question of how the first meeting of each of such series is scheduled.

I don't see a reference either.

I don't think RONR has a prohibition on the membership's saving the day:

I can't think of a prohibition on either the membership's scheduling the first meetings of each of the boards, and either scheduling further meetings or leaving the rest of the meetings to J.J.; or, to amend the bylaws so that all the boards have their regular meetings scheduled, or can schedule special meetings as easily as necessary, or both.

(And nuts, I've left something out....)

[BryanSullo]

That makes me wonder about a hypothetical question: What happens to an organization that has decided to schedule all meetings by resolution, has no provision to call special meetings, and forgets to pass a resolution setting the time for the next meeting? Can they never meet again?

[Bruce Lages]

Despite calling them boards, your elders and deacons seem to fit much more closely to RONR's interpretation of committees. More specifically, since they each are given specific areas of responsibility, and their actions are reported to and coordinated by the joint board, they seem to function as standing committees of the board. In that light, the elder and deaconate "boards" could schedule their meetings as described in RONR, 11th ed., p.499, i.e., at the call of the chair or of any two members.

[BryanSullo]

That is a very helpful way to look at it. Thank you, Mr. Lages.

[Josh Martin]

What happens to an organization that has decided to schedule all meetings by resolution, has no provision to call special meetings, and forgets to pass a resolution setting the time for the next meeting? Can they never meet again?

It's hard to speak of hypothetical Bylaws in general terms... but in theory, I suppose not. In practice, I suspect a notice sent sufficiently in advance would keep everyone happy.

[Guest bob]

At a town budget committee meeting can a committee member revisit a dept.'s budget without making a motion to revisit that dept first, (this dept budget has already been vote upon and passed by the members). Can the member just loudly proclaimed he wants the highway to be $490,000 without a motion and seconded.

[Weldon Merritt]

Please post your question as a new topic, as it has nothing to do with the topic of this thread.

[BryanSullo]

Fortunately, Guest_bob's post reminded me to say, "Thank you," to all who weighed in on this question.