Date change of general membership meeting

[Mare]

As per our bylaws, a mailing is to be sent to members reminding them of the general membership meeting 21 days prior to the meeting. Also per bylaws the meeting is to take place on the second Sat. of Oct. at 1:00p.m. Our board neglected to send out this mailing and are changing the date of the meeting. Supposedly this is ok according to our attorney. Isn't changing the date a violation as well as the neglect of notice? Thanks for any input.

 

[George Mervosh]

4 minutes ago, Mare said:

As per our bylaws, a mailing is to be sent to members reminding them of the general membership meeting 21 days prior to the meeting. Also per bylaws the meeting is to take place on the second Sat. of Oct. at 1:00p.m. Our board neglected to send out this mailing and are changing the date of the meeting. Supposedly this is ok according to our attorney. Isn't changing the date a violation as well as the neglect of notice? Thanks for any input.

 

The rules in question may not be suspended, so suspending them would be a violation of the rules in RONR:

"Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described on page 17, lines 22–25."  RONR (11th ed.), p. 263  These rules are not in the nature of a rule of order.

The attorney's opinion may be based on applicable procedural rules in statutes, but won't have any idea about those kinds of things.

[jstackpo]

Is the board authorized to change the date?  Look in your bylaws, do not go by what the lawyer said (unless he can back it up with a rule or law citation).

If there is no bylaw authorization, let us know and we can give you the next steps (Hint: it involves the motion  "Fix the time to which to Adjourn". RONR page 242.)

[Mare]

Thanks so much! There is no bylaw authorization.

[Rob Elsman]

The only thing I can suggest is to meet at the established time. At that meeting, a member can make a motion to Adjourn, "I move to adjourn". Before the vote is taken on this motion, the member should make a motion to Fix the Time to Which to Adjourn, "I move that when this meeting adjourns, it adjourns to meet on [date] at [time]". This latter motion is amendable to modify the date and time. At length, the vote will be taken first on the motion to Fix the Time to Which to Adjourn, then on the motion to Adjourn.

This procedure can be followed, even if the meeting suffers from the absence of a quorum.

Edited October 3, 2019 at 12:33 AM by reelsman

[jstackpo]

And then be sure you publicize the new meeting date &c  (and be ready to explain to the puzzled members just what an "adjourned meeting" is, and how you properly pulled off this fast one).

[Guest Zev]

The board committed an error by not mailing the notice a sufficient number of days in advance in violation of the bylaws. The solution, according to them, is to commit a second violation of the bylaws by changing the date of the meeting. So much for clear thinking.

[Richard Brown]

On 10/2/2019 at 3:56 PM, Mare said:

As per our bylaws, a mailing is to be sent to members reminding them of the general membership meeting 21 days prior to the meeting. Also per bylaws the meeting is to take place on the second Sat. of Oct. at 1:00p.m. Our board neglected to send out this mailing and are changing the date of the meeting. Supposedly this is ok according to our attorney. Isn't changing the date a violation as well as the neglect of notice? Thanks for any input.

 

I'm catching up on being away from the forum for a month or so and am therefore late to this particular dance, but feel compelled to weigh in on this thread.

The way I see this the Board had a dilemma, admittedly of its own making, and there was no easy solution.  The bylaws require two things regarding the annual meeting:  To hold it on the second Saturday of October at 1 pm and to give 21 days notice of the meeting.

Once the board missed the 21 day notice deadline to have the meeting on the 2nd Saturday of October, it could no longer fully comply with the bylaws and was faced with a dilemma:  It could have the meeting on the 2nd Saturday of October and give less than the required 21 days notice or it could move the date to a later date and provide the required 21 days  notice.  I don't think RONR provides an answer to this dilemma. The board SHOULD HAVE sent the notices out in time to have the meeting on the required date, but for whatever reason it did not.  However, that isn't the end of the world and the society does not cease to exist because of holding the meeting on the wrong date or giving less than 21 days notice.

I see this as requiring a judgment call on the part of the board as to which is the best solution.  The board apparently decided that giving the mandated 21 days notice of the annual meeting was more important than holding the meeting on the bylaw mandated date but providing less than the mandated 21 days notice.  I do not fault the board for deciding to move the meeting date back and provide the required 21 days notice.

Perhaps some members believe the situation calls for discipline of one or more officers or directors.  That is a judgment call for the members of the society. 

A search of this forum will turn up many discussions as to what to do when something such as election of officers or holding the annual meeting doesn't take place on the bylaw mandated date.  Our consistent response is to simply take the required action as soon as possible and move on.  It seems that is what the Board has elected to do.  Some  members are probably happy with the solution and perhaps  some are not.  But the fact that the 21 day notice period was missed is something that happened and cannot be undone.  I think the Board made one of the only two choices it could have made. 

Personally, I believe it was the better choice, as a meeting held without the required notice is invalid and cannot be made valid by means of scheduling an adjourned meeting.  Action taken at a meeting held without adequate notice cannot be ratified. A meeting held without proper notice is not a properly called meeting.  Having a properly called meeting is a prerequisite to being able to ratify action.  I don't  believe having the meeting with inadequate notice and then scheduling an adjourned meeting cures the notice problem.  On this point I disagree with reelsman.  If I am incorrect on that point, I hope someone will correct me and provide a citation.

The bottom line is that based on the facts presented I agree with the decision of the Board to schedule the meeting for a later date and to provide the required 21 days notice.

 

[Gary Novosielski]

There is a certain irony to the bylaws provision that previous notice is required for a meeting that is defined in the bylaws.  RONR does not require a "proper" call for such a meeting, so again this is a dilemma of the society's own making.  I could probably be persuaded that, of the two violations, failing to meet on the appointed date was the more serious, but faced with the possibility that the meeting would be considered not properly called, I can understand why they acted as they did.