cancel a meeting or adjourn?

[woodpusher]

Hi, I'm new to the forum. I tried posting yesterday but somehow it disappeared.

Anyway, my question was - our club meets every week. We have a standing rule that if the local schools are cancelled or sent home early then the meeting is cancelled. Now this year's Christmas vacation covers Dec 27 and Jan 3. (Someone could argue these are not school cancellations - on the other hand, Christmas vacation appears on the school calendar; summer vacation does not.) There was some discussion last week to cancel Dec. 20 and then meet on Jan. 3. The President can easily call a meeting for Jan. 3. Does it take majority vote to cancel a meeting? Would voting to adjourn on Dec. 13th be better?

[Trina]

What do your bylaws say about how meetings are scheduled? Do the bylaws say anything about cancellation of scheduled meetings? Meetings cannot normally be cancelled, and a standing rule would not be adequate to do so if the rule is actually in violation of the bylaws.

As to what to do about your situation in practical terms... that depends somewhat on whether the intended rescheduling of meetings is controversial, or whether everyone is pretty much agreed and just looking for a 'by the book' way to do it.

[woodpusher]

It's a toastmaster club if that helps. I'm president this year and have been trying to do things by the book better than in years past. The bylaws may be amended by individual clubs (subject to approval from World Headquarters) - they give you a skeleton set of bylaws, but the constitution cannot be changed by individual clubs. I think we could add a new article/section about cancelling meetings? Another idea (I have not presented this to the club) - maybe meet at a local restaurant the week of the 20th - just for fun - don't discuss any real business. We actually put the standing rule into the bylaws last month - maybe I should have explained that better.

From the bylaws:

Article IV: Meetings

Regular Meetings

Section 1

Regular meetings of this club, which shall include any business meeting of active individual members, shall be held every _week, unless xxxx County Schools have been sent home early or cancelled on the day of the meeting or the meeting site is closed to the public on the day of the meeting_, at such hour and place as this club from time to time shall designate. (Approved 10/3/2011)

Special Meetings

Section 2

Special business meetings of this club may be called by a majority vote of the active individual members present and voting at any regular meeting at which a quorum is present, or by the club president.

From the Constitution:

Article IV: Meetings and Notice

Regular Meetings

Section 1

Regular meetings of this club, which shall include any business meeting of active

individual members, shall be held as provided in the bylaws of this club.

Special Meetings

Section 2

Special business meetings of this club may be called by a majority vote of the active

individual members present and voting at any regular meeting at which a quorum is

present, or by the club president.

Club Executive Committee Meetings

Section 3

Meetings of the club executive committee shall be held as provided in the bylaws of this

club.

Notice

Section 4

No notice shall be required for regular business meetings held as provided in the bylaws

of this club. Notice of any change in the time or place of any regular meeting, and notice

of all special meetings, shall be given by mail, telephone, or other reasonable means at

least four (4) days in advance of such meeting to all individual members of this club.

Notice of special meetings shall include a statement of the general purposes of the

meeting, but any membership business otherwise valid may be transacted at the

meeting.

[Guest woodpusher]

I don't think International would reject it but could we put something in the bylaws to cancel a meeting?

As is, do we need unanimous approval to cancel a meeting?

It takes a 2/3 vote plus International's approval to change the bylaws so I suppose we could vote on Dec 13 to not meet again until Jan 3rd?

[Sean Hunt]

I don't think International would reject it but could we put something in the bylaws to cancel a meeting?

As is, do we need unanimous approval to cancel a meeting?

It takes a 2/3 vote plus International's approval to change the bylaws so I suppose we could vote on Dec 13 to not meet again until Jan 3rd?

You could put into into the bylaws, yes. It would need to be written directly in, though; you couldn't just take an action violating the bylaws, even with sufficient vote to amend them. You could, however, amend the bylaws to allow you to cancel the meeting, or have the bylaws cancel it specifically with text like "except that there shall be no meeting on December 13, 2011". The latter is bad, though, because you don't want one-off clauses lying around in your bylaws.

As a short-term solution, possibly the best approach is just to have a "gentleman's agreement" that most people won't show up on the 20th, and then one member could show up on the and adjourn the meeting to the 3rd. You do run the risk that a nonrepresentative quorum come and do something disruptive that way, though.

Calling a special meeting is likely a bad approach, since the only business that can be transacted at a special meeting is business provided for in the call of the meeting, and you probably want the meeting to be able to deal with any business.

[Guest Edgar]

Calling a special meeting is likely a bad approach, since the only business that can be transacted at a special meeting is business provided for in the call of the meeting, and you probably want the meeting to be able to deal with any business.

From the Constitution:

Notice of special meetings shall include a statement of the general purposes of the meeting, but any membership business otherwise valid may be transacted at the meeting.

[Sean Hunt]

A quote from the bylaws.

Never mind me then.

[Guest woodpusher]

I think I like changing the bylaws to "meet every week, except December 20, 2011, or unless xxxx County Schools have been sent home early or cancelled on the day of the meeting, the meeting site is closed to the public on the day of the meeting_," rather than just have one person show up on December 20 and adjourn until January 3. Just to be clear - the adjournment cannot occur at the end of the meeting on December 13 or any time before?

I figure the next time we would want to cancel a meeting we would strike the "December 20, 2011" and then substitute the new date of the cancelled meeting.

[Guest Edgar]

I think I like changing the bylaws to "meet every week, except December 20, 2011 . . .

I'd think again. You really don't want that date in your bylaws.

[Guest woodpusher]

Hmm...Sean seemed to think it was OK (but unseemly) a few posts ago.

How about "Regular meetings may be cancelled by a 2/3 vote of the membership." at the end of Article IV, Section 1 of the bylaws? The effect is the same.

"Regular meetings may be cancelled by a majority vote of the club." - would be a lower standard - it would require 2/3 vote to be adopted but then majority vote to actually cancel a meeting.

[Guest Edgar]

How about "Regular meetings may be cancelled by a 2/3 vote of the membership." at the end of Article IV, Section 1 of the bylaws?

You do realize that you'd have to be at a meeting in order to cancel a meeting.

[Guest woodpusher]

Oh dear, no, I didn't realize that. Wow, this is harder than I thought. How about "Future regular meetings may be cancelled by a 2/3 vote of the membership?"

[Josh Martin]

Oh dear, no, I didn't realize that. Wow, this is harder than I thought. How about "Future regular meetings may be cancelled by a 2/3 vote of the membership?"

If it is desirable to make the regular meeting schedule more flexible (which seems to be the ultimate goal here), a more sensible route might be to provide in the Bylaws that the meeting shall be set by resolution. The society could then set the meeting schedule for the upcoming year (or something), and could later amend the schedule by means of the motion to Amend Something Previously Adopted, if needed. I think this will better serve the needs of the society than trying to "patch" on rules about canceling meetings or providing exceptions for certain dates.

[Guest woodpusher]

OK, so we should amend the bylaws to something like "meet weekly, with exceptions provided for in the club calendar."

(changes to the bylaws require previous notice plus 2/3 approval.)

---------

From the bylaws:

Article VII: Amendments

Section 1

Subject to the review of Toastmasters International, and provided the proposed amendment is within the scope of permitted amendments, these Bylaws may be amended, including amendments to change the name or location of this club, at any duly called and noticed business meeting of this club at which a quorum is present, by the affirmative vote of at least two-thirds of the active individual members present and voting. Any such amendment must be proposed in writing by an active individual member at the meeting immediately preceding that at which the amendment is to be voted on.

--------------------

How much approval would the club calendar need to begin with? 2/3 plus previous notice?

It appears that "amending something previously adopted" requires either (1) previous notice plus majority vote, (2) 2/3 vote, or (3) majority of the entire membership.

We don't really do a whole lot of business - if we don't have a quorum we still have speeches, evaluations, table topics, etc. (do we need a bylaw to cover that?

I see that the only thing Roberts Rules allows is fix time to which to adjourn, adjourn, recess, or take steps to get a quorum.) However if we don't have a quorum we cannot admit new members, authorize purchases, etc.

[Gary c Tesser]

I might be lost, but why would placing dates on the calendar require anything other than a majority vote? (With changes on the calendar, yes, by any of the thresholds for Amending Something Previously Adopted.)

[Josh Martin]

OK, so we should amend the bylaws to something like "meet weekly, with exceptions provided for in the club calendar."

Well, no, that's not what I had in mind, but if that's what you want, try something like "The regular meetings of the Society shall be held each Wednesday unless otherwise ordered by the Society." (adapted from RONR, 11th ed., pg. 586, lines 4-7) Of course, you'll want to replace "Wednesday" with whatever day you actually meet on.

How much approval would the club calendar need to begin with? 2/3 plus previous notice?

If you use the wording I recommended (which is adapted from the sample Bylaws in RONR), a majority vote would be sufficient for the Society to order something different than the default (meetings each Wednesday), but if the society wanted to then change what it had decided, that would follow the rules for ASPA.

We don't really do a whole lot of business - if we don't have a quorum we still have speeches, evaluations, table topics, etc. (do we need a bylaw to cover that?

Sure. None of this constitutes business. No need for a rule in the Bylaws on it.

I see that the only thing Roberts Rules allows is fix time to which to adjourn, adjourn, recess, or take steps to get a quorum.)

Well, the list is somewhat expanded in 11th ed., but that's the gist of it, yes.

However if we don't have a quorum we cannot admit new members, authorize purchases, etc.

Correct.

[Guest woodpusher]

OK, thanks.