Temporary By-laws Change - modify a date

[Guest C Camp]

Our by-laws state that a particular committee meet by a certain date.  Committee chair has business that takes him out of town until after that date.  Need to extend deadline by up to 2 weeks.  Would this be a suspension of rules to modify this deadline for this one occasion? 

[George Mervosh]

33 minutes ago, Guest C Camp said:

Our by-laws state that a particular committee meet by a certain date.  Committee chair has business that takes him out of town until after that date.  Need to extend deadline by up to 2 weeks.  Would this be a suspension of rules to modify this deadline for this one occasion? 

The date required to meet by is not a rule that may be suspended.  The committee may still meet without the chair.  If there is a vice chair, they would preside.  If not, the committee can elect one of its members to preside.  

[Joshua Katz]

But, if there is time to follow your procedures for doing so, you can amend the bylaws. That may be a good idea in any event, since putting dates in them can lead to problems, as you can see. You could even use a very simple amendment - just expressly provide for suspension of this bylaw, with some guidelines perhaps.

[George Mervosh]

16 minutes ago, Joshua Katz said:

But, if there is time to follow your procedures for doing so, you can amend the bylaws. That may be a good idea in any event, since putting dates in them can lead to problems, as you can see. You could even use a very simple amendment - just expressly provide for suspension of this bylaw, with some guidelines perhaps.

But this is a committee, so if a change is desired, the membership will have to take it up if they're interested in removing this deadline.

[Joshua Katz]

Of course, any appearance that I implied otherwise was unintentional. 

[Josh Martin]

2 hours ago, Guest C Camp said:

Our by-laws state that a particular committee meet by a certain date.  Committee chair has business that takes him out of town until after that date.  Need to extend deadline by up to 2 weeks.  Would this be a suspension of rules to modify this deadline for this one occasion? 

I concur with my colleagues that (short of an amendment to the bylaws), the deadline may not be extended. If all that the rule provides is that the meeting must occur by a certain date, however, the committee could (if it wished to do so) largely accomplish the same objective by calling the meeting to order, and then immediately voting to adjourn the meeting to a later date. 

[Richard Brown]

The committee has several options available to it.  It can, of course, meet without the chairman's presence or participation by the date specified in the bylaws and try to complete it's critical item of business in that meeting, if possible (we don't know if the required business can be concluded in one meeting.  It might require several meetings.)

As an alternative, the committee can still meet by the date specified in the bylaws and then postpone the main item of business until the next meeting. 

The initial committee meeting can be set by the chairman or by any two of the committee members. When it does meet, it can set an adjourned meeting for a date when the chairman can be present if it is felt that his participation is essential.  It can also adjourn without setting a date, in which case the adjournment is deemed to be at the call of the chair.  If the chairman does not call for a committee meeting by the date specified in the bylaws, the committee must meet at the call of any two of its members. 

Assuming that electronic meetings for this committee are not authorized in the bylaws (or by state law), the chairman can still be permitted to participate by telephone.  Although he cannot vote by telephone, he can be permitted to participate fully in the way of speaking in debate, making motions, and even presiding.  Also, if the committee is to issue a report before it can meet again, a report agreed upon by telephone can still be the official report of the committee as long as all members of the committee agree to it.   RONR, (11th ed.), pp 499-502, including the footnote on page 499.

Edited to add:  Actually, I'm not so sure about the chairman being allowed to preside by telephone.  He would essentially be participating as a guest.  I'm interested in what others have to say about that.

 

Edited August 7, 2019 at 05:24 PM by Richard Brown
Added last paragraph

[Gary Novosielski]

1 minute ago, Richard Brown said:

As an alternative, the committee can still meet by the date specified in the bylaws and then postpone the main item of business until the next meeting. 

Maybe it's worth pointing out that postponing an item of business would require a quorum to be present, while adjourning to a future date would not.

By following the rules in your bylaws for their own amendment, you could, if you anticipate this is likely to happen again, amend the bylaws to add a provision that this rule may be suspended; by whom--by default, the body to whom this committee reports; and by what vote threshold--by default, a majority.  

 

[Richard Brown]

4 minutes ago, Gary Novosielski said:

Maybe it's worth pointing out that postponing an item of business would require a quorum to be present, while adjourning to a future date would not.

Good point.  Thank you!

[Guest C Camp (post originator)]

Thanks everyone.  I appreciate your time and thoughts on this

The key points I have from this:

• “The By-Laws date required to meet is not a rule that may be suspended.”   
• As an alternative, the committee can still meet by the date specified in the bylaws and then postpone the main item of business until the next meeting.  [Meet by deadline and postpone to ‘next week’ and thereby meeting the deadline in By-Laws.] 

By-Laws revision takes longer than the time needed to accomplish the needs of the committee.  It's a nominating committee for officers for the upcoming year.  Their end-product will need to be published by mid-October for presentation, followed by nominations from the floor in November and election in December.  The lengthy nominated slate, nominations from floor result in less controversy and unhappy people watching at the election meeting.

I will encourage the organization to revise the date requirement to something a little more flexible or move required date into the future (by Oct 15 vs by Sep 15).

[Gary Novosielski]

1 hour ago, Guest C Camp (post originator) said:

Thanks everyone.  I appreciate your time and thoughts on this

The key points I have from this:

• “The By-Laws date required to meet is not a rule that may be suspended.”   
• As an alternative, the committee can still meet by the date specified in the bylaws and then postpone the main item of business until the next meeting.  [Meet by deadline and postpone to ‘next week’ and thereby meeting the deadline in By-Laws.] 

By-Laws revision takes longer than the time needed to accomplish the needs of the committee.  It's a nominating committee for officers for the upcoming year.  Their end-product will need to be published by mid-October for presentation, followed by nominations from the floor in November and election in December.  The lengthy nominated slate, nominations from floor result in less controversy and unhappy people watching at the election meeting.

I will encourage the organization to revise the date requirement to something a little more flexible or move required date into the future (by Oct 15 vs by Sep 15).

On the second bullet point, rather than postponing the main item of business, it might be easier to djourn the meeting to the next week.

The meeting would convene on the date specified, some business could even be conducted, and then someone would seek recognition and say "I move that the meeting now adjourn to meet at this same time and place one week from today."

One reason I would recommend that is that it automatically "calls" an adjourned meeting for that time.  But perhaps more importantly, if you are not certain that the first meeting will have a quorum, and that it is necessary to conduct at least some business at the first meeting, using the qualified motion to Adjourn can be done even in the absence of a quorum.  So if you can tolerate putting off all the business until next week, it's not even necessary to have a quorum at the first meeting.  You could simply have one or two people show up on the specified date and immediately adjourn to the next week, without getting a quorum to come in for not much purpose. 

You don't have to decide now.  You could see if you have a quorum and choose whichever motion seems most appropriate.