What is a reasonable time when Annual Meeting is delayed

[Guest Abby]

Our annual meeting which normally is last Monday in March has been delayed 2 times. Still no meeting date and bylaw says reasonable opportunity to reschedule. What is reasonable? 30, or 60 days. Wondering if President is delaying the meeting since his term is up hoping we miss having a new election for officers. 

[Richard Brown]

Guest Abby, please post the exact wording of the bylaw provision regarding when your annual meeting should be held and the language regarding notice.. Quote exactly, don't paraphrase.

Edited April 6, 2019 at 06:22 PM by Richard Brown
Added underlined portion of the answer

[Guest Zev]

Also, speak briefly (very briefly) about whether there is anything unusual taking place that may explain a possible reason for the delay.

[Guest Abby]

Annual meetings of the Co-Owners shall be held on the fourth Monday of March of each year or at such time reasonably thereafter as may be adopted by resolution of the Board of Directors. At such meeting, the directors shall be elected by ballot of the Co-Owners, in accordance with the provisions of Article II of these Bylaws. The Co-Owners may transact such other business at such meetings as may properly come before them. 

After two dates scheduled and cancelled,the third annual meeting date has not been scheduled  In the 40 year history, no annual meeting was ever cancelled until now  

Thanks  

 

 

[Guest Abby]

We had some issues on the election process, a Chairman of the Committee who got behind and some language in the proxy which had not been approved prior to mailing by the Board which was unacceptable by a board member which is causing the language to be changed  Committee Chairman resigned  

The proxy’s refer the second date of the annual meeting which had  been cancelled.  The bylaws state proxy’s are good for 11 months  Will they have to be redone?

 

[jstackpo]

12 minutes ago, Guest Abby said:

or at such time reasonably thereafter as may be adopted by resolution of the Board of Directors

Looks to me that the directors get to decide what is "reasonable".  If you don't like their definition of "reasonable", as implicitly defined by the the size of "thereafter" (i.e., how long after the last Monday in March), it may be time for new directors. You gonna run?  (I know, I know, you have to have a meeting to have an election to replace the directors - without your full bylaws available, I hesitate to say how to get out of this quandary.) 

One other thing to quote from your bylaws (exact words of the bylaw provisions):  what is the term in office of the elected officers?

5 minutes ago, Guest Abby said:

The bylaws state proxy’s are good for 11 months  Will they have to be redone?

Proxies are legal documents -- RONR (and we here) doesn't/don't deal with "legal".  You will have to ask your lawyer.

[jstackpo]

3 minutes ago, jstackpo said:

I hesitate to say how to get out of this quandary.

Here's a possibility:  Find a board member or two to raise a point of order next board meeting that the two (or more) delays are clearly unreasonable, and it is NOW time to fish or cut bait.    (You need two members:  one to raise the point, the other to second an appeal when the chair (presumably) rules the point not well taken.)  (If you find them and this works, be sure to re-elect them! They are your friends.)

[Atul Kapur]

First, who is cancelling these meetings? Do they have any authority to do so? Just because the Board can adopt a resolution to hold the meeting after the fourth Monday in March, that doesn't mean that they can cancel a meeting after it is scheduled. Check the bylaws to see if anyone has the authority to do that? I would be surprised if that is there.

Second, do your bylaws have any provision for a special meeting of the co-owners? If so, I would try to follow it and call a special meeting. Usually the bylaws, if they make a provision for one, will say how many owners it takes to demand one and where they send the demand, who calls the meeting, and when they have to call it (certain number of days after receiving a legitimate demand). If you have RONR, see the sample bylaws, Article V, Section 3 on page 586

[Joshua Katz]

1 hour ago, Atul Kapur said:

First, who is cancelling these meetings? Do they have any authority to do so? Just because the Board can adopt a resolution to hold the meeting after the fourth Monday in March, that doesn't mean that they can cancel a meeting after it is scheduled. Check the bylaws to see if anyone has the authority to do that? I would be surprised if that is there.

 

And third, who is letting them cancel the meetings? If there is no provision for cancellation, the members should just show up anyway; if the officers choose not to attend, that's their problem.

[Guest Abby]

Thank everyone for your response. We do not have an attorney as President doesn’t believe in them. Several concerned Directors are meeting today with legal counsel. 

[Joshua Katz]

3 hours ago, Guest Abby said:

We do not have an attorney as President doesn’t believe in them.

I think there's plenty of evidence that they exist. What does the President imagine law schools are doing, just pretending?

More seriously, though, the President doesn't have veto power. If the board wants the organization to have an attorney, it can pass a motion to hire one if within its authority. Otherwise, the membership can pass such a motion. The President isn't, as one POTUS put it, "the Decider."

[Gary Novosielski]

On 4/6/2019 at 3:58 PM, Guest Abby said:

Annual meetings of the Co-Owners shall be held on the fourth Monday of March of each year or at such time reasonably thereafter as may be adopted by resolution of the Board of Directors.

Nothing in that language permits the Board to prevent an Annual meeting except by rescheduling it.  So there does not appear to be any way that there could now be no meeting date scheduled.  If they pass a resolution that does not contain a new date, that is not a valid resolution, and the most recent date that was adopted by the board remains the date of the meeting.  The members should meet on that date and, if a quorum is present, hold their elections, whether the president show up or not.  If a quorum is not present, those present may set a date for an adjourned meeting at which a quorum may be expected to be achievable.

Edited April 9, 2019 at 03:54 AM by Gary Novosielski

[Josh Martin]

9 hours ago, Gary Novosielski said:

Nothing in that language permits the Board to prevent an Annual meeting except by rescheduling it.  So there does not appear to be any way that there could now be no meeting date scheduled.  If they pass a resolution that does not contain a new date, that is not a valid resolution, and the most recent date that was adopted by the board remains the date of the meeting.  The members should meet on that date and, if a quorum is present, hold their elections, whether the president show up or not.  If a quorum is not present, those present may set a date for an adjourned meeting at which a quorum may be expected to be achievable.

The fourth Monday of March has already happened, however, so this is no longer an option.

Edited April 9, 2019 at 01:19 PM by Josh Martin

[Guest Zev]

Perhaps Guest Abby should consult the bylaws and verify the method of calling special meetings and attempt to call one in that fashion in order to conduct their election. The thing that mystifies me is why didn't the co-owners just meet on the fourth Monday in March, as their bylaws provide for, and take care of business? I get the impression that there is a mistaken belief that if the president is not present that no meeting can be held.

[Joshua Katz]

12 minutes ago, Guest Zev said:

The thing that mystifies me is why didn't the co-owners just meet on the fourth Monday in March, as their bylaws provide for, and take care of business?

It seems to me (admittedly, dangerous territory) that the board can, in fact, move that meeting up. What it can't do, as far as I can tell, is move it "unreasonably," cancel it after rescheduling it, or, as it appears to be attempting, kick the can down the road forever.

[Guest Zev]

1 hour ago, Joshua Katz said:

It seems to me (admittedly, dangerous territory) that the board can, in fact, move that meeting up. What it can't do, as far as I can tell, is move it "unreasonably," cancel it after rescheduling it, or, as it appears to be attempting, kick the can down the road forever.

As far as I can tell, I am the only person that makes the argument that whoever is in charge can pretty much do whatever they want in this regard. There must be some kind of reason or explanation or else the feelings of the assembly come into play and disciplinary measures are in order. Saying "You Can't Do That" (incidentally, a title to a Beatles song) does not seem to solve any problem once the event has taken place. The mystifying thing for me was that the bylaws established a fixed date for the assembly meeting and no one took it very seriously. Why did they not follow RONR's advice and if the president and vice-president where absent the secretary calls the meeting to order, conducts the election of a chairman pro tempore and then take care of the rest of their business? Perhaps the explanation is that they just did not know what to do.

[Josh Martin]

1 hour ago, Guest Zev said:

The mystifying thing for me was that the bylaws established a fixed date for the assembly meeting and no one took it very seriously. Why did they not follow RONR's advice and if the president and vice-president where absent the secretary calls the meeting to order, conducts the election of a chairman pro tempore and then take care of the rest of their business? Perhaps the explanation is that they just did not know what to do.

The bylaws do not, however, establish an entirely fixed date, as they provide that the meeting “shall be held on the fourth Monday of March of each year or at such time reasonably thereafter as may be adopted by resolution of the Board of Directors.” It is not yet clear whether or not this occurred, but it may be that the board adopted such a resolution. If such a resolution was adopted, it would seem to me that the meeting was no longer scheduled for the fourth Monday of March.

It is also probably correct, however, that the members were simply unaware of its options in this regard. When members of most societies are informed by the society’s officers that a meeting has been canceled, they usually assume this is correct, whether or not this was actually done properly.

Edited April 9, 2019 at 10:29 PM by Josh Martin

[Joshua Katz]

1 hour ago, Guest Zev said:

There must be some kind of reason or explanation or else the feelings of the assembly come into play and disciplinary measures are in order. Saying "You Can't Do That" (incidentally, a title to a Beatles song) does not seem to solve any problem once the event has taken place.

Yes, but since the board can reschedule but not cancel the rescheduled meeting, I would think they should have done as you say, not on the date in the bylaws, but on the date the board originally set. 

By any chance, OP, is the board unpopular, and is there an "until successors" clause in the term of office? I've seen a game like that before.

[Josh Martin]

14 hours ago, Joshua Katz said:

Yes, but since the board can reschedule but not cancel the rescheduled meeting, I would think they should have done as you say, not on the date in the bylaws, but on the date the board originally set. 

While I agree that the board obviously cannot simply cancel the rescheduled meeting, in the sense that the annual meeting would not be held at all, I see no reason why the board cannot reschedule the rescheduled meeting.

I understand that many threads discuss how a meeting cannot be canceled or rescheduled, but this is usually in the context of a meeting which is held on a fixed date specified in the organization’s rules (or if the meeting is scheduled by resolution, the cancellation is decided upon by a single person). If meetings are scheduled by resolution, it seems to me that the meeting may be rescheduled by amending that resolution. The one caveat to this is that if the bylaws require a certain amount of notice for such meetings, and it is too late to send a revised notice within this timeline, then I am inclined to agree the meeting could not be rescheduled at that time.

We are told that, at this time, “the third annual meeting date has not been scheduled,” so there is no doubt that the board is not in compliance with the rule at this time, but what exactly happened previously is somewhat unclear.

As far as the members holding the meeting on their own, in addition to my previous response, I would note that it would often be difficult as a practical matter to hold such a meeting despite the opposition of the society’s board and officers (even although there is no parliamentary reason this cannot be done). In a given society, the “rank and file” members of the society may not even have access to contact information for the membership, which would make it difficult to inform other members that the meeting will proceed. This would make it difficult to obtain a quorum and, even if a quorum could be obtained, may lead to conflict over whether it is fair to proceed with the organization’s business at a meeting which many members of the organization reasonably believed to have been canceled. Additionally, the society’s members will not have access to the society’s funds. In larger societies, this may pose considerable challenges to obtaining meeting space.

Edited April 10, 2019 at 01:26 PM by Josh Martin