meeting without adjournment

[Guest Lizzie]

The board of an organization whose bylaws state that "written notice of other meeting shall be mailed by the Secretary to each member of the Board at least thirty (30) days prior to the date of the meeting" was just notified on 1-24-13 that there will be a board meeting on 1-28-13. The board apparently holds meetings that are not adjourned (the bylaws state that "at meetings of the Board, the order of business, unless otherwise directed by majority vote of those present (NOTE: there have been no such votes other than the possibility of a board vote the first time this protocol began several years ago), shall be as follows:

• Reading of minutes of last meeting
  
• Report of Secretary
  
• Report of Treasurer
  
• Reports of Committees
  
• Unfinished business
  
• Election of new members
  
• New Business
  
• Adjournment"
  

so that the 30 days rule AND the specified order of business can be circumvented. Newly elected board members need to know whether they should or should not attend the upcoming board meeting that has only 4 days notice and that does not provide for reading of the last minutes OR for treasurer's reports or for adjournment. New board members are trying to follow the bylaws, but will miss the election of new officers, etc. if they do not attend. They can also move and second the motion for ajournment at this meeting if they attend, but there is no guarantee whatsoever that the majority vote that will follow will agree to the adjournment. What do the new board members do under such circumstances?

[Bruce Lages]

Nothing that you've said suggests that your 30 day notification rule can be circumvented. Why do you believe it can be?

[sMargaret]

When were the new board members elected? Wondering if it is possible this is a meeting that did have 30 days notice, to the then existing board members.

[Guest MeAgain]

Question to Guest_Lizzie:

Is this the timeline of events?

1. a Board meeting is adjourned to 1-28

2. the terms of some Board members expired

3. new Board members were elected

4. the new members' terms in office have begun (or will have begun by the 28th)

If so, then your complaint (if I understand it) is that the "old" members knew about the continued meeting (if that's the right term) since, let's say, sometime in December, and the "new" members only got 4 days notice?

[Guest Edgar]

bylaws state that "written notice of other meeting shall be mailed by the Secretary . . .

Firstly, we can't interpret bylaws here. Secondly, they can't be properly interpreted anywhere just by reading a brief excerpt.

That said, what is meant by "other" meeting? Other than what?

Also, just because a meeting isn't formally adjourned doesn't mean it continues indefinitely. If everyone's gone home, the meeting's over.

[Josh Martin]

The board of an organization whose bylaws state that "written notice of other meeting shall be mailed by the Secretary to each member of the Board at least thirty (30) days prior to the date of the meeting" was just notified on 1-24-13 that there will be a board meeting on 1-28-13. The board apparently holds meetings that are not adjourned (the bylaws state that "at meetings of the Board, the order of business, unless otherwise directed by majority vote of those present (NOTE: there have been no such votes other than the possibility of a board vote the first time this protocol began several years ago), shall be as follows:

• Reading of minutes of last meeting
  
• Report of Secretary
  
• Report of Treasurer
  
• Reports of Committees
  
• Unfinished business
  
• Election of new members
  
• New Business
  
• Adjournment"
  

so that the 30 days rule AND the specified order of business can be circumvented. Newly elected board members need to know whether they should or should not attend the upcoming board meeting that has only 4 days notice and that does not provide for reading of the last minutes OR for treasurer's reports or for adjournment. New board members are trying to follow the bylaws, but will miss the election of new officers, etc. if they do not attend. They can also move and second the motion for ajournment at this meeting if they attend, but there is no guarantee whatsoever that the majority vote that will follow will agree to the adjournment. What do the new board members do under such circumstances?

A board member should raise a Point of Order at the meeting that it is improperly called and any business conducted will be null and void, and Appeal from the decision of the chair if necessary, which will place the decision in the hands of the board. A majority vote is required to overturn the chair's ruling.

There actually is a way for the board members to pull off what they're trying to do, but they're doing it wrong.

Nothing that you've said suggests that your 30 day notification rule can be circumvented. Why do you believe it can be?

Actually, I believe Lizzie is trying to put a stop to this practice. It appears some other board members are under the impression that by failing to formally adjourn a meeting, the meeting continues indefinitely, and thus the board members can just pick up where they left off whenever they please. Since this is simply a continuation of the previous meeting rather than a new meeting, there is no need to send notice. This is, of course, absolute nonsense.

Ironically, the board members could have accomplished this by setting up adjourned meetings, so avoiding adjournment actually runs counter to their goals.

1. a Board meeting is adjourned to 1-28

I might be missing something, but my understanding was that the board did not set up an adjourned meeting, and in fact, no formal adjournment was announced at all.

But if you're right, the board's actions appear to be proper, albeit a bit rude to the new board members.

[Guest Lizzie]

Nothing that you've said suggests that your 30 day notification rule can be circumvented. Why do you believe it can be?

When were the new board members elected? Wondering if it is possible this is a meeting that did have 30 days notice, to the then existing board members.

Question to Guest_Lizzie:

Is this the timeline of events?

1. a Board meeting is adjourned to 1-28

2. the terms of some Board members expired

3. new Board members were elected

4. the new members' terms in office have begun (or will have begun by the 28th)

If so, then your complaint (if I understand it) is that the "old" members knew about the continued meeting (if that's the right term) since, let's say, sometime in December, and the "new" members only got 4 days notice?

Firstly, we can't interpret bylaws here. Secondly, they can't be properly interpreted anywhere just by reading a brief excerpt.

That said, what is meant by "other" meeting? Other than what?

Also, just because a meeting isn't formally adjourned doesn't mean it continues indefinitely. If everyone's gone home, the meeting's over.

To Bruce Lages: I personally don't think the 30 day notification rule CAN be circumvented, but it has apparently been done for five years now. If there were a majority vote by the then board to basically "suspend" the meeting rather than to adjourn it (so that they could call future meetings within a few days of the notification), would that one vote apply for every meeting from that time to the present?

To sMargaret: Existing AND new board members were each given the same 4 day notice of the next meeting.

To guest_meagain: No, my complaint is actually a question: is it acceptable to throw the mantatory 30 day advance notice of a meeting to the wind because the board perhaps voted once to modify the order of business once to eliminate the last item (adjournment) in the order of business?

To Guest_Edgar_: "other meetings" refers in this case to any normal board meeting after the first meeting of the year. When, as you say, "the meeting's over", does that mean that even with a board vote to suspend the agenda and eliminate the adjournment, everyone leaving the meeting (in this case, a conference call) actually constitutes an adjournment? We don't want to boycott a meeting that RONR would actually consider legal because the continuation without adjournment somehow means that less than the 30 day notice stipulated elsewhere in the bylaws is also suspended. If we boycott, we want to be doing it for the correct procedural reason.

[Guest Nancy N.]

To Bruce Lages: I personally don't think the 30 day notification rule CAN be circumvented, but it has apparently been done for five years now. If there were a majority vote by the then board to []basically "suspend" the meeting rather than to adjourn it (so that they could call future meetings within a few days of the notification), would that one vote apply for every meeting from that time to the present?

At first I thought that these shenanigans were, as Mr. Martin aptly put it, absolute nonsense. And indeed, the notion that we can all tiptoe out of the meeting room, winking, and then a few weeks later tiptoe back in, winking, cannot be described as "buffoonish" only because "imbecilic" got there first.

But then maybe it gets murky. If, indeed, the board did vote to "suspend" hte meeting, it could be argued (and, I think, not completely fatuously) that the board did, in effect, intend to create an adjourned meeting (without specifying time and place). Thus, the difference between these acrobatics and the less inventive, normal procedure is one of mere nomenclature, not substance. (If I understand Mr. Martin correctly, this is something like the point he concluded with.)

(But I'm not wedded to this interpretation; I'm not even hanging my hat on it.)

]To sMargaret: Existing AND new board members were each given the same 4 day notice of the next meeting.

Um. But four days' notice causes the whole ridiculous plot to fall apart. If this is a new meeting, then anything less than 30 days' notice voids the legitimacy of the meeting altogether. On the other hand, if we view it as a legitimately continued ("adjourned," as the parliamentarians say, using one word to mean five different things, sometimes in the same sentence, for convenience) meeting, then no notice is needed, and sending the 4-day notice is close to pointless.

To guest_meagain: No, my complaint is actually a question: is it acceptable to throw the mandatory 30 day advance notice of a meeting to the wind because the board perhaps voted once to modify the order of business once to eliminate the last item (adjournment) in the order of business?

No, of course not -- unless the board did it by establishing a special rule of order, and maybe not then. But see the comments above for wiggle room, albeit slimy and squishy wiggling, as in can-of-worms wiggling. (Also presupposing the worms were not cooked in the canning process, which would put paid to the possibility of subsequent wiggling. I'm stopping with this now, I'm gettin' queasy.)

To Guest_Edgar_: ... When, as you say, "the meeting's over", does that mean that even with a board vote to suspend the agenda and eliminate the adjournment, everyone leaving the meeting (in this case, a conference call) actually constitutes an adjournment? We don't want to boycott a meeting that RONR would actually consider legal because the continuation without adjournment somehow means that less than the 30 day notice stipulated elsewhere in the bylaws is also suspended. If we boycott, we want to be doing it for the correct procedural reason.

Yes, that's what it means. There are some things that can be suspended (e.g., some rules, some pants, some disbelief) and some things that can't (e.g., some rules, some pants, some disbelief), and among the things that even a board cannot vote to suspend is reality. When everybody is gone and the lights are out, the meeting has adjourned (or "has been adjourned," I'm not sure which), by definition, whether the board wants to deny this fact or not.

Couple more things.

1. Be sure the bylaws (or, say, statues) allow for meeting by conference call -- otherwise, all such meetings are also invalid.

2. Since we're not sure how the rest of the board is going to fall out on these issues, I'd advise against boycotting the meeting.

CT 1

[Guest Nancy N.]

Be sure the bylaws (or, say, statues) allow ...

Of course I know statues don't allow or disallow anything. That was a metaphor.

CT 1

[Guest MeAgain]

Maybe 4 days notice was the "call of the chair", if that's the right phrase--The Book not at hand--as in, adjourned to the call of the chair?

Interesting goingson going on...

[Guest Nancy N.]

Maybe 4 days notice was the "call of the chair", if that's the right phrase--The Book not at hand--as in, adjourned to the call of the chair? ...

Good catch. That occurred to me in my initial mulling, but what with breaking OP Lizzie's triumphal second sentence into about five parts so I could figure it out, especially with painstakingly figuring out that part of my difficulty was due to a missing close-parenthesis, and then figuring out where it probalby ought to go (for, say, 50 cents, I'll say where,) and factoring in 4 AM, I first dropped out, and the second post, explaining why statues can't talk, was so exhausting I figured to leave this one to You Again.

CT 1

[sMargaret]

There are some things that can be suspended (e.g., some rules, some pants, some disbelief) and some things that can't (e.g., some rules, some pants, some disbelief), and among the things that even a board cannot vote to suspend is reality.

I am going to keep and cherish this sentence.

What do the new board members do under such circumstances?

OP Lizzie, I would advise new board members to show up for the call. After that, it would depend on how many votes you would have. Personally, I'd suggested volunteering for a new bylaws committee.

There was also a note about the conference call - do your bylaws specifically authorize those?

[Josh Martin]

But then maybe it gets murky. If, indeed, the board did vote to "suspend" hte meeting, it could be argued (and, I think, not completely fatuously) that the board did, in effect, intend to create an adjourned meeting (without specifying time and place). Thus, the difference between these acrobatics and the less inventive, normal procedure is one of mere nomenclature, not substance. (If I understand Mr. Martin correctly, this is something like the point he concluded with.)

Okay, but whether it's a difference of "mere nomenclature" or not, you'd need to set up an adjourned meeting (to meet at the call of the chair) at the end of each meeting, and that doesn't seem to be the case here. Note the question: "If there were a majority vote by the then board to []basically "suspend" the meeting rather than to adjourn it (so that they could call future meetings within a few days of the notification), would that one vote apply for every meeting from that time to the present?" The answer is no, it would not.

No, of course not -- unless the board did it by establishing a special rule of order, and maybe not then.

I would lean towards the "maybe not."

Maybe 4 days notice was the "call of the chair", if that's the right phrase--The Book not at hand--as in, adjourned to the call of the chair?

Interesting goingson going on...

If the board did, in fact, adjourn to meet at the call of the chair at its last meeting, then the new meeting is properly called.

[Guest Edgar]

Is this the timeline of events?

1. a Board meeting is adjourned to 1-28

Maybe 4 days notice was the "call of the chair", if that's the right phrase--The Book not at hand--as in, adjourned to the call of the chair?

I see no reason to try and put lipstick on this particular pig.