Meeting Limits

[Guest Terry]

Our Constitution and Bylaws state, The board of directors shall have the  power to transact all club business between meetings, act upon charges brought before them, formulate rules, award the location of the national show and decide on any questions of policy or anything not specifically covered in the C&BL’s.

There are new board member’s that want to create a standing rule that will limit the number of times we can conduct business, to two or four times a year.

My contention is that any limitations or constraints on the number of times we can meet would require a constitutional change, and not a standing rule, since the current verbiage in the constitution does not have restrictions or limitations as it relates to the number of times we can meet.

What are your thoughts, thanks?

[Guest Who's Coming to Dinner]

Do your bylaws (by this I mean both bylaws and constitution) say anything about club business meetings?

[Guest Terry]

32 minutes ago, Guest Who's Coming to Dinner said:

Do your bylaws (by this I mean both bylaws and constitution) say anything about club business meetings?

Only as below, there is no other verbiage other than my original statement regarding meetings.

The annual meeting shall be held at convention.  And the president may call a meeting of the BOD at any time during the annual meeting, and a presence of 5 shall constitute a quorum.

[Guest Who's Coming to Dinner]

A principle of interpretation is that when one thing is specifically permitted, other things of that class are thereby prohibited. Therefore, I would say, if your bylaws truly have no mention of regular or special meetings of the membership other than the annual meeting, then you may have but one meeting a year.

[Guest Terry]

18 minutes ago, Guest Who's Coming to Dinner said:

A principle of interpretation is that when one thing is specifically permitted, other things of that class are thereby prohibited. Therefore, I would say, if your bylaws truly have no mention of regular or special meetings of the membership other than the annual meeting, then you may have but one meeting a year.

If you are saying then you may only have but one meeting, then how "The board of directors shall have the  power to transact all club business between meetings, act upon charges brought before them, formulate rules, award the location of the national show and decide on any questions of policy or anything not specifically covered in the C&BL’s." Then how can you follow as quoted in my original post, that is written in the constitution?

[Richard Brown]

1 hour ago, Guest Terry said:

Only as below, there is no other verbiage other than my original statement regarding meetings.

The annual meeting shall be held at convention.  And the president may call a meeting of the BOD at any time during the annual meeting, and a presence of 5 shall constitute a quorum.

 

1 hour ago, Guest Terry said:

Only as below, there is no other verbiage other than my original statement regarding meetings.

The annual meeting shall be held at convention.  And the president may call a meeting of the BOD at any time during the annual meeting, and a presence of 5 shall constitute a quorum.

Do your bylaws say anything at all about board meetings other than being possible at the annual meeting? That is really the only mention of board meetings?

[Guest Terry]

3 minutes ago, Richard Brown said:

 

Do your bylaws say anything at all about board meetings other than being possible at the annual meeting? That is really the only mention of board meetings?

The only other mention is as quoted "The board of directors shall have the  power to transact all club business between meetings, act upon charges brought before them, formulate rules, award the location of the national show and decide on any questions of policy or anything not specifically covered in the C&BL’s."  Which states the board can transact business between meetings, without a meeting how can you transact business?

 

[Bruce Lages]

I'm a little confused here. Guest Terry, are you asking about rules governing board meetings or meetings of the general membership?

[Guest Terry]

9 minutes ago, Bruce Lages said:

I'm a little confused here. Guest Terry, are you asking about rules governing board meetings or meetings of the general membership?

Sorry for any confusion on my part, I am talking about rules governing board meetings.

[Gary Novosielski]

4 hours ago, Guest Terry said:

The only other mention is as quoted "The board of directors shall have the  power to transact all club business between meetings, act upon charges brought before them, formulate rules, award the location of the national show and decide on any questions of policy or anything not specifically covered in the C&BL’s."  Which states the board can transact business between meetings, without a meeting how can you transact business?

 

Normally, this sort of language means that the board has the power to conduct business (at board meetings) between meetings of the general membership.  But it seems to have gotten a little mangled in the writing, and your guess is as good as mine what it actually means now.   You're quite right that business can only be transacted during a meeting (of that body).

 

[Guest Zev]

23 hours ago, Guest Terry said:

And the president may call a meeting of the BOD at any time during the annual meeting,...

The bolded portion is what caught my eye. It appears to say that the president may call a BOD meeting but only at the annual meeting. Really strange language.

[Joshua Katz]

What appears where? In particular, does the Constitution or Bylaws give the board its power to manage the affairs of the organization? And which document provides for meetings of the Board only during the annual meeting?

[Guest Terry]

1 hour ago, Joshua Katz said:

What appears where? In particular, does the Constitution or Bylaws give the board its power to manage the affairs of the organization? And which document provides for meetings of the Board only during the annual meeting?

The Constitution provides for meetings of the Board only during the annual meeting, and the By-laws give the power to the Board to manage affairs of the organization.  They want to set limits to 2/4 on how many Board meetings to manage affairs of the organization throughout the year, and not change the By-laws.

[Joshua Katz]

Well, if there's a conflict between the Constitution's odd wording and the rules in the bylaws, the Constitution prevails. It's hard to say without context, and only your organization can interpret your rules, but my opinion at the moment is to agree with my colleagues who think the board can only meet when so provided by the Constitution, i.e. during the annual meeting (as strange as that result may be).

But one thing to investigate is to look at prior versions of the Constitution and/or minutes from meetings where it was amended. There could be a scrivener's error.

And, of course, the best solution is what you suggested in your initial post: to amend the Constitution, by whatever procedure is given for doing so.

On 12/8/2018 at 4:34 PM, Guest Terry said:

The only other mention is as quoted "The board of directors shall have the  power to transact all club business between meetings, act upon charges brought before them, formulate rules, award the location of the national show and decide on any questions of policy or anything not specifically covered in the C&BL’s."  Which states the board can transact business between meetings, without a meeting how can you transact business?

 

The answer is, it seems, you can't. But the Constitution is a higher-ranking document than the bylaws.

 

[Guest Who's Coming to Dinner]

11 minutes ago, Joshua Katz said:

It's hard to say without context, and only your organization can interpret your rules, but my opinion at the moment is to agree with my colleagues who think the board can only meet when so provided by the Constitution, i.e. during the annual meeting (as strange as that result may be).

That is an absurd result in the face of a provision that the board has power to transact business "between" (annual) meetings. (My earlier reply was in regard to meetings of the members, not the board.) And what good would a board be if it could only meet once a year while the rest of the club is meeting?

The only reasonable interpretation of what has been given here is that the board has the power to determine its own meeting schedule. In that case, it may decide to meet only two or four times per year if it wishes.

[Joshua Katz]

1 minute ago, Guest Who's Coming to Dinner said:

That is an absurd result in the face of a provision that the board has power to transact business "between" (annual) meetings. (My earlier reply was in regard to meetings of the members, not the board.) And what good would a board be if it could only meet once a year while the rest of the club is meeting?

 

I agree, and if the two provisions were in the same document, I would agree that the best interpretation avoids absurdity. But they aren't, and the power to transact business appears in a lower-ranked set of rules. 

 

On 12/8/2018 at 2:38 PM, Guest Terry said:

The annual meeting shall be held at convention.  And the president may call a meeting of the BOD at any time during the annual meeting, and a presence of 5 shall constitute a quorum.

As you said, permission implies the exclusion of other things in the same category. We agree, I take it, that there can be only one membership meeting. We also agree, I assume, that the president may call a BOD meeting during the annual meeting. I would like to imply a power to call such meetings at other times from the authority to transact business, and I would do so if they appeared in the same document. But since they don't, and this is the governing rule in the case of a conflict, it looks to me like there's a conflict.

My guess is that there was a scrivener's error somewhere along the way, although it's likely that it would be very hard to find. My best advice is to amend the Constitution.

But, really, what you and I think it means doesn't matter that much, anyway. The language as it stands, in my opinion, doesn't really carry any unambiguous and non-absurd meaning. That means this is a matter of interpretation for the organization, which will probably decide that its board is allowed to meet. But it really should amend its Constitution to avoid the problem.

[Gary Novosielski]

I don't see a provision that the board may meet during the AGM as prohibiting them from meeting at any other time. 

This does not seem like a case of specific item ruling out all others of the same class.  Normally, per RONR, if the bylaws do not have rules on when the board may meet, then it may set its own meeting times.  But without specific authorization, it's hard to see how the board could meet, or would have any reasonable need to meet, during the AGM.  Indeed, the AGM is one time that could not be considered to be "between meetings".

So that language seems to extend the normal times possible for board meetings, not to set the only time for such a meeting.

[Joshua Katz]

Interesting. I seem to be outvoted, and I find the points raised persuasive, so I'll withdraw.

[Guest Terry]

Thanks everyone for the input.

[AFS1970]

I agree that this is all very confusing, but I would add another monkey wrench in that is say the President may call board meetings during the annual meeting but not that they need to be held during that meeting. So I suppose he could call for the board to meet monthly as long as he issues that schedule while the annual meeting is in session. 

As for the board's power in between meetings I initially took this to mean they could run the affairs in between the annual meetings, but I think it could just as well mean in between the periodic and potentially sparse board meetings.