Interpretation of By-law to settle Dispute

[Guest Jennefer Payne]

A set of bylaws defines meetings this way:

Business Meetings:
Business meetings will be held quarterly. Business Meetings may replace a general meeting if announced 2 weeks prior to the scheduled general meeting. Quorum for Business Meetings is defined as a majority of current officers plus one non officer voting member. 

Additionally there is a bylaw that says Any member of the CEC who is absent for 2 consecutive official county business meetings shall forfeit their position on the CEC committee. 

This is the situation. 3 Business meetings were held within 13 days. The first 2 did not have quorum. At the second meeting they removed 6 people including an officer. The very next day they elected a chair because now that they removed a bunch of people they could get quorum. 

My contention is that business meetings WILL be held quarterly according to the bylaws. Does that mean it is limited to quarterly and prevents more frequent meetings unless one of the other provisions is activated for a special session etc... 

If will be held quarterly means must be held quarterly and not more frequent, then the 2nd and 3rd meeting are null and void. 

I've already asked a prominent Parliamentarian and he said yes but there's a lot of people demanding to know how that decision was reached. Does anyone have an opinion especially with a quoted source on why or why not. 

Thank you

[Josh Martin]

1 hour ago, Guest Jennefer Payne said:

I've already asked a prominent Parliamentarian and he said yes but there's a lot of people demanding to know how that decision was reached. Does anyone have an opinion especially with a quoted source on why or why not. 

Based upon the facts presented, and assuming there are no other relevant provisions of the bylaws, it seems to me that the rule means exactly what it says - business meetings will be held quarterly, no more frequently and no less frequently.

With that said, however, I would add that an assembly may establish an “adjourned meeting,” which is a continuation of the current session. This may be done even in the absence of a quorum. So I think it actually is proper for the assembly itself to schedule the second and third meetings, however, I think all three of these are considered to be a single meeting for purposes of the rule concerning absences. (As you suggest, calling a special meeting would also be appropriate.)

I don’t think there is anything in RONR which specifically addresses the first point. I view this as simply an issue of language, not parliamentary procedure. “Quarterly” means “quarterly,” not “at least quarterly.” If the association wished to provide that business meetings are held “at least quarterly,” it should have said so.

For scheduling adjourned meetings, see RONR, 11th ed., pgs. 242-246. For procedures to use in the absence of a quorum, see pgs. 347-348.

Regarding my opinion that these all count as a single “meeting” for purposes of the attendance rule...

“An adjourned meeting is a meeting in continuation of the session of the immediately preceding regular or special meeting... When common expressions such as "regular [or "stated"] meeting," "special [or "called"] meeting," and "annual meeting" (see below) are used in the bylaws, rules, or resolutions adopted by an organization, the word meeting is understood to mean session in the parliamentary sense, and therefore covers all adjourned meetings.” (RONR, 11th ed., pgs. 93-94)

It should also be noted that it is ultimately up to the organization to interpret its own bylaws.

Edited May 1, 2019 at 11:53 PM by Josh Martin

[Richard Brown]

4 minutes ago, Josh Martin said:

Regarding my opinion that these all count as a single “meeting” for purposes of the attendance rule...

“An adjourned meeting is a meeting in continuation of the session of the immediately preceding regular or special meeting... When common expressions such as "regular [or "stated"] meeting," "special [or "called"] meeting," and "annual meeting" (see below) are used in the bylaws, rules, or resolutions adopted by an organization, the word meeting is understood to mean session in the parliamentary sense, and therefore covers all adjourned meetings.” (RONR, 11th ed., pgs. 93-94)

Hmmm.  A few years ago I was "set straight" by Dan Honemann when I told a poster that an adjourned meeting is actually a continuation of the previous meeting.  Dan pointed out pretty firmly that an adjourned meeting is a continuation of the same SESSION, but not of the same meeting. It is a separate meeting, just as the afternoon meeting at a convention is a separate meeting from the morning meeting, but it is a continuation of the same session. Or like the meeting on the second day is a separate meeting from the meeting on the first day.  I've been careful to make the distinction ever since.

That was long after the 11th edition came out, so what has changed?  or what am I missing?

[Josh Martin]

8 minutes ago, Richard Brown said:

Hmmm.  A few years ago I was "set straight" by Dan Honemann when I told a poster that an adjourned meeting is actually a continuation of the previous meeting.  Dan pointed out pretty firmly that an adjourned meeting is a continuation of the same SESSION, but not of the same meeting. It is a separate meeting, just as the afternoon meeting at a convention is a separate meeting from the morning meeting, but it is a continuation of the same session. Or like the meeting on the second day is a separate meeting from the meeting on the first day.  I've been careful to make the distinction ever since.

My understanding of this matter is that it is indeed a separate meeting from the perspective of parliamentary law, but when applying rules which refer to a “meeting” in rules written by an organization, this should generally be understood to refer to a “session” in the parliamentary sense, unless the rules specifically distinguish between the two. This is because the drafters of most organizations’ rules do not really understand the importance of this distinction, and do not intend, for instance, that an adjourned meeting of the annual meeting should be considered a separate meeting (which may have unintended consequences).

[Guest Jennefer Payne]

40 minutes ago, Josh Martin said:

Based upon the facts presented, and assuming there are no other relevant provisions of the bylaws, it seems to me that the rule means exactly what it says - business meetings will be held quarterly, no more frequently and no less frequently.

With that said, however, I would add that an assembly may establish an “adjourned meeting,” which is a continuation of the current session. This may be done even in the absence of a quorum. So I think it actually is proper for the assembly itself to schedule the second and third meetings, however, I think all three of these are considered to be a single meeting for purposes of the rule concerning absences. (As you suggest, calling a special meeting would also be appropriate.)

Thank you for your response. To my understanding, when quorum is not met, in the case of intent on an adjourned meeting, the date and time of subsequent meeting(s) scheduled in that session would be recorded in the minutes. Am I correct?
In this case they simply adjourned. 

Are you in the NAP or any parliamentarian organization? I'm going to quote what you said about quarterly meetings and its definition if that's okay. 

[Guest Jennifer Payne]

47 minutes ago, Josh Martin said:

Based upon the facts presented, and assuming there are no other relevant provisions of the bylaws, it seems to me that the rule means exactly what it says - business meetings will be held quarterly, no more frequently and no less frequently.

With that said, however, I would add that an assembly may establish an “adjourned meeting,” which is a continuation of the current session. This may be done even in the absence of a quorum. So I think it actually is proper for the assembly itself to schedule the second and third meetings, however, I think all three of these are considered to be a single meeting for purposes of the rule concerning absences. (As you suggest, calling a special meeting would also be appropriate.)

I don’t think there is anything in RONR which specifically addresses the first point. I view this as simply an issue of language, not parliamentary procedure. “Quarterly” means “quarterly,” not “at least quarterly.” If the association wished to provide that business meetings are held “at least quarterly,” it should have said so.

For scheduling adjourned meetings, see RONR, 11th ed., pgs. 242-246. For procedures to use in the absence of a quorum, see pgs. 347-348.

Regarding my opinion that these all count as a single “meeting” for purposes of the attendance rule...

“An adjourned meeting is a meeting in continuation of the session of the immediately preceding regular or special meeting... When common expressions such as "regular [or "stated"] meeting," "special [or "called"] meeting," and "annual meeting" (see below) are used in the bylaws, rules, or resolutions adopted by an organization, the word meeting is understood to mean session in the parliamentary sense, and therefore covers all adjourned meetings.” (RONR, 11th ed., pgs. 93-94)

It should also be noted that it is ultimately up to the organization to interpret its own bylaws.

So in this case, if all 3 meetings are considered one meeting then they also could not remove people based on the forfeiture bylaw that requires 2 missed meetings. And they also still would never have gotten quorum even on the third meeting?

Do they need to state the subsequent meeting dates and times in that session in the minutes for it to count as an adjourned meeting?

I tried posting once before but after clicking submit I couldn't find it anywhere, so my apologies in advance if this is a duplicate. However this post has more thought to your reply and my inquiries back to you. 

[Josh Martin]

10 minutes ago, Guest Jennefer Payne said:

Thank you for your response. To my understanding, when quorum is not met, in the case of intent on an adjourned meeting, the date and time of subsequent meeting(s) scheduled in that session would be recorded in the minutes. Am I correct?

Yes.

10 minutes ago, Guest Jennefer Payne said:

In this case they simply adjourned. 

Okay. If the assembly did not schedule adjourned meetings, I agree that the second and third meeting were invalid.

12 minutes ago, Guest Jennefer Payne said:

Are you in the NAP or any parliamentarian organization?

I am a Professional Registered Parliamentarian with NAP.

12 minutes ago, Guest Jennefer Payne said:

I'm going to quote what you said about quarterly meetings and its definition if that's okay. 

Go ahead.

1 minute ago, Guest Jennifer Payne said:

So in this case, if all 3 meetings are considered one meeting then they also could not remove people based on the forfeiture bylaw that requires 2 missed meetings. And they also still would never have gotten quorum even on the third meeting?

Yes, that is what I am saying.

It seems the assembly did not actually schedule adjourned meetings, however, so this does not seem to be relevant.

3 minutes ago, Guest Jennifer Payne said:

Do they need to state the subsequent meeting dates and times in that session in the minutes for it to count as an adjourned meeting?

Well, the main point is that a motion must be adopted regarding the adjourned meeting. It should also be recorded in the minutes, but failure to do so would not invalidate the motion.

[Shmuel Gerber]

4 hours ago, Josh Martin said:

“An adjourned meeting is a meeting in continuation of the session of the immediately preceding regular or special meeting... When common expressions such as "regular [or "stated"] meeting," "special [or "called"] meeting," and "annual meeting" (see below) are used in the bylaws, rules, or resolutions adopted by an organization, the word meeting is understood to mean session in the parliamentary sense, and therefore covers all adjourned meetings.” (RONR, 11th ed., pgs. 93-94)

 

4 hours ago, Josh Martin said:

My understanding of this matter is that it is indeed a separate meeting from the perspective of parliamentary law, but when applying rules which refer to a “meeting” in rules written by an organization, this should generally be understood to refer to a “session” in the parliamentary sense, unless the rules specifically distinguish between the two.

 

But, as shown in your first quotation, RONR does not say that the word "meeting," by itself, should generally understood to refer to "session" unless a distinction is made. It speaks only of interpreting "common expressions such as 'regular ... meeting,'" etc. In general, the word needs to be interpreted in context.