AGM adjourned (loss of quorum). Amendments are locked 2 weeks prior to AGM. Invite new amendments?

[Rob Burnfield]

During our AGM (a.k.a. AGM1), we lost quorum during the discussion of the third of our list of proposed amendments to our bylaws.  Our bylaws lock amendment proposals two+ weeks before the AGM (see below).

For the continuation of the AGM, do we continue only with the original list of proposed bylaw amendments locked prior to AGM1, or can we invite members to submit new or modified amendment proposals in accordance with our bylaws, as they had done prior to AGM1?

(Our bylaws were updated to reflect the status of the two amendment proposals that were voted upon.)

Our bylaws require the following regarding proposed amendments to the bylaws (my bolding)

Not less than four weeks prior to the AGM, the executive shall ... call for submissions from the membership for additional motions or amendments to the proposed motions. This submission period shall last for ten days only, and no other submissions shall be accepted from the membership thereafter. The time and location of the AGM must be announced to the membership not less than two weeks prior to the event, along with the final version of all motions and amendments to be presented at the AGM in their final wording...

[Atul Kapur]

I would not invite new proposals.

How far in the future did you schedule the adjourned meeting (aka "continuation of the AGM")?

[Rob Burnfield]

Our bylaws require five-weeks notification for an AGM.  We don't cover the case of an adjourned meeting, so we're falling back to the original notification period.  The adjourned meeting is scheduled for six weeks following the original.

[Atul Kapur]

Given the bylaws language you quote, my answer is unchanged. This is not a separate AGM, rather a continuation of the same AGM.

Some might argue that the notice period is long enough that you could re-open the call for proposals.

[Josh Martin]

13 hours ago, Rob Burnfield said:

Not less than four weeks prior to the AGM, the executive shall ... call for submissions from the membership for additional motions or amendments to the proposed motions. This submission period shall last for ten days only, and no other submissions shall be accepted from the membership thereafter. The time and location of the AGM must be announced to the membership not less than two weeks prior to the event, along with the final version of all motions and amendments to be presented at the AGM in their final wording...

Based on these facts, my own interpretation is that new submissions are not in order. The rule provides that submissions are called for four weeks prior to the AGM, that the submissions must be received within 10 days of the call for submissions, that no other submissions shall be accepted thereafter, and that the submissions received are distributed to the membership not less than two weeks prior to the meeting. There can obviously only be one annual meeting per year. An adjourned meeting is not a new annual meeting. It is a continuation of the annual meeting. This is the case even if the original meeting was adjourned due to a lack of quorum.

It will ultimately, of course, be up to the organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

Edited November 6, 2019 at 06:01 PM by Josh Martin

[Rob Elsman]

I completely agree with Mr. Martin. He is correctly applying the definition of an adjourned meeting in RONR (11th ed.), pp. 93, 94. See also the definition of annual meeting on p. 95.

Edited November 6, 2019 at 06:36 PM by Rob Elsman

[Guest Zev]

The purpose of previous notice is to alert the membership of what to expect at the meeting and to make plans accordingly. Had the meeting adjourned and a new session been scheduled with four weeks notice then I fail to detect any problem. To say that the existence of an adjourned meeting can now defeat the effect of a previous notice, even one of four weeks (in this case six weeks), seems to me to be a fantastical and unexpected outcome. If I buy the argument of the adjourned meeting then it seems as though the solution would have been to adjourn the present meeting, immediately schedule a new AGM six weeks into the future, and start the ten-days-plus-two-weeks schedule all over again, just to bypass the definition of the expression "adjourned meeting."

[Rob Elsman]

I am dismayed at my inability to understand Guest Zev's desire "just to bypass". What, exactly, is the difficulty of transacting business at an adjourned meeting or—as Mr. Burnfield called it—a "continuation of the AGM"? The rule is clear: the use of "meeting" in the bylaws means both the first meeting and all subsequent adjourned meetings of the same session. RONR (11th ed.), p. 94.

[Josh Martin]

3 hours ago, Guest Zev said:

The purpose of previous notice is to alert the membership of what to expect at the meeting and to make plans accordingly. Had the meeting adjourned and a new session been scheduled with four weeks notice then I fail to detect any problem. To say that the existence of an adjourned meeting can now defeat the effect of a previous notice, even one of four weeks (in this case six weeks), seems to me to be a fantastical and unexpected outcome. If I buy the argument of the adjourned meeting then it seems as though the solution would have been to adjourn the present meeting, immediately schedule a new AGM six weeks into the future, and start the ten-days-plus-two-weeks schedule all over again, just to bypass the definition of the expression "adjourned meeting."

No, it would not be an option to adjourn the annual meeting and to call a new annual meeting. There can obviously only be one annual meeting per year, due to the definition of the word “annual.”

The organization adopted explicit rules providing that amendments are in order only at the annual meeting and the specific times at which the steps in this process must be completed before the annual meeting, and quite clearly state that amendments may not be submitted at a later time. Based on these rules, I see no way around the fact that, after the deadline had passed, there was no longer any means to submit proposals until next year’s annual meeting. If the organization wished for greater flexibility in submitting amendments, it could have adopted more flexible rules.

[Rob Burnfield]

Thank you for your thoughtful and clear answers, along with the references to RONR.  I've read parts of the book, but I hadn't previously managed to read all of the references that you had provided.  In addition, your answers provided very useful connecting threads that helped clarify it in my mind.  Thank you also for correcting my terminology for the adjourned meeting.

Separately, we do provide for Special General Meetings:

Special General Meetings (SGM) to amend the Constitution and/or Bylaws require a petition by at least 10% of the membership; SGMs for all other purposes require a petition signed by at least 8 members or 5% of the membership, whichever is greater.  SGMs can be called by a majority of the executive as required.  The meeting shall be held five weeks following the announcement of the SGM, with the membership invited to submit additional proposals for motions or amendments according to the same schedule as that indicated above for an AGM.

Thus, it is possible to cover everything in an SGM, but there is a potentially non-trivial threshold that must be met to declare the meeting.

[Josh Martin]

11 hours ago, Rob Burnfield said:

Thank you for your thoughtful and clear answers, along with the references to RONR.  I've read parts of the book, but I hadn't previously managed to read all of the references that you had provided.  In addition, your answers provided very useful connecting threads that helped clarify it in my mind.  Thank you also for correcting my terminology for the adjourned meeting.

Separately, we do provide for Special General Meetings:

Special General Meetings (SGM) to amend the Constitution and/or Bylaws require a petition by at least 10% of the membership; SGMs for all other purposes require a petition signed by at least 8 members or 5% of the membership, whichever is greater.  SGMs can be called by a majority of the executive as required.  The meeting shall be held five weeks following the announcement of the SGM, with the membership invited to submit additional proposals for motions or amendments according to the same schedule as that indicated above for an AGM.

Thus, it is possible to cover everything in an SGM, but there is a potentially non-trivial threshold that must be met to declare the meeting.

Thank you for this clarification. So if it is desired to adopt additional amendments, a special meeting could (potentially) be called. This does not change my opinion that the adjourned meeting is a continuation of the annual meeting, rather than a second annual meeting.

[Guest Zev]

Adjourning the first meeting, then giving proper notice and calling a second meeting is virtually indistinguishable from giving the proper notice, recessing, and resuming the first meeting after the period for the notice is fulfilled. Perhaps there are members whose rights have been violated by having a single meeting, but at the present I fail to identify which ones. 

[Josh Martin]

2 hours ago, Guest Zev said:

Adjourning the first meeting, then giving proper notice and calling a second meeting is virtually indistinguishable from giving the proper notice, recessing, and resuming the first meeting after the period for the notice is fulfilled. Perhaps there are members whose rights have been violated by having a single meeting, but at the present I fail to identify which ones. 

Okay, but two things:

-If we were discussing a rule which merely required a certain amount of notice before “a meeting”, this argument might be somewhat more persuasive. The rule in question, however, requires a certain amount of notice be given before the annual meeting. It is not possible to call a second annual meeting, because an annual meeting, based on the simple definition of the words, occurs only once per year. It is possible to call a special meeting to amend the bylaws, but this has specific requirements for calling it which differ from calling the annual meeting. So in this instance, it is not correct that establishing an adjourned meeting is “virtually indistinguishable” from calling a new meeting.

-Whether rights are (or are not) violated is not relevant to the question of whether an action would be a violation of the bylaws. It might be relevant if the violation had already occurred and the question was whether it constituted a continuing breach. RONR does not say that rules in the bylaws may be ignored if doing so would not violate any member’s rights. Indeed, it says quite the opposite.

“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., pg. 263)

Edited November 7, 2019 at 11:02 PM by Josh Martin

[Guest Zev]

9 hours ago, Josh Martin said:

It is possible to call a special meeting to amend the bylaws, but this has specific requirements for calling it which differ from calling the annual meeting.

I managed to overlook this requirement. Your additional comments are extremely helpful in settling this question. Thank you, Mr. Martin.