coronavirus Suspending bylaws on electing members at general meeting (COVID-19)

[swirskya]

I'm an employee of a student union incorporated under the Canada Not-for-Profit Corporations Act (CNCA) (https://laws.justice.gc.ca/eng/acts/c-7.75/FullText.html), and every year we hold an "Annual Ratification Meeting" of members, the purpose of which is to officially elect new directors and officers who have already been "elected" by students through public elections, and referred to the meeting based on this. Our bylaws state that this meeting is not to occur after May 1 of a given year, and that quorum is 35 in person, 50 including proxy votes. Unfortunately, due to coronavirus, even though our city has not yet restricted public gatherings of 35 people, we are still looking into whether we have the capacity to delay or alter the quorum/in-person requirement for our ratification meeting of members, or move the date beyond May 1 and consequently extend the terms of current directors and officers, if necessary, for the safety of all involved. Does anyone have any insight on what procedures, if any, might be able to be used to achieve this end, including Suspension of the Rules at a directors' meeting? Currently our bylaws do provide for directors to participate and vote electronically at meetings, if this can be applied in any way to meetings of members. Any help is appreciated!

[Josh Martin]

1 hour ago, swirskya said:

Unfortunately, due to coronavirus, even though our city has not yet restricted public gatherings of 35 people, we are still looking into whether we have the capacity to delay or alter the quorum/in-person requirement for our ratification meeting of members, or move the date beyond May 1 and consequently extend the terms of current directors and officers, if necessary, for the safety of all involved. Does anyone have any insight on what procedures, if any, might be able to be used to achieve this end, including Suspension of the Rules at a directors' meeting?

The rules concerning quorum and being physically present may not be suspended. A rule permitting electronic meetings for directors does not apply to meetings of the membership.

As for moving the meeting...

What could be done is to still technically hold the convention in May, but to inform members that this convention is being held for the sole purpose of rescheduling the convention to a later date, and that (due to health concerns) they are encouraged not to attend this convention, and to instead attend the rescheduled convention. A small number of persons (likely persons who live close to the meeting location) would then attend the convention in May and adopt a motion to adjourn the convention to a future date and time. While these details could certainly be discussed in advance, the actual decision would be made at this meeting. Motions of this nature may be adopted even in the absence of a quorum.

Hopefully members will cooperate with this guidance.

It may also be prudent to seek counsel from legal and/or medical experts.

Edited March 13, 2020 at 10:09 PM by Josh Martin

[Atul Kapur]

The CNCA may give you some flexibility but it does depend on the exact wording of your bylaws.

[Richard Brown]

While I agree with the advice by Mr. Martin and would probably make the same suggestion, I feel compelled to point out that if this organization has competing factions seeking power at your elections or the adoption of controversial motions, such as bylaw amendments, it is possible for enough of them to show up and essentially hijack the meeting and wreak all kinds of havoc.  If this is an annual meeting, hopefully you have quorum requirements in your bylaws that would most likely prevent that from happening.  But, if this is a convention of delegates where the quorum might consist of a majority of those delegates who actually show up and register, it is quite possible for this to happen.  To some extent, you are dependent on the good character of your members and their desire to "do the right thing" for the organization as a whole.   If things are running along harmoniously, you probably have nothing to worry about.

[J. J.]

On 3/14/2020 at 2:21 PM, Richard Brown said:

While I agree with the advice by Mr. Martin and would probably make the same suggestion, I feel compelled to point out that if this organization has competing factions seeking power at your elections or the adoption of controversial motions, such as bylaw amendments, it is possible for enough of them to show up and essentially hijack the meeting and wreak all kinds of havoc.  If this is an annual meeting, hopefully you have quorum requirements in your bylaws that would most likely prevent that from happening.  But, if this is a convention of delegates where the quorum might consist of a majority of those delegates who actually show up and register, it is quite possible for this to happen.  To some extent, you are dependent on the good character of your members and their desire to "do the right thing" for the organization as a whole.   If things are running along harmoniously, you probably have nothing to worry about.

However, the survivors could probably rescind the action. 

[Richard Brown]

14 minutes ago, J. J. said:

However, the survivors could probably rescind the action. 

Assuming they can manage to have a meeting with a quorum or another convention date before the treasury is depleted from buying gerbil balls, Caribbean cruises, etc! 

[Gary Novosielski]

2 hours ago, Richard Brown said:

Assuming they can manage to have a meeting with a quorum or another convention date before the treasury is depleted from buying gerbil balls, Caribbean cruises, etc! 

At the going rate for Caribbean cruises nowadays, it would take a lot to deplete even a modestly plump treasury.

[Joshua Katz]

Yes, but gerbil balls remain expensive.

[Gary Novosielski]

1 hour ago, Joshua Katz said:

Yes, but gerbil balls remain expensive.

Market manipulation, no doubt.

[swirskya]

On 3/14/2020 at 2:21 PM, Richard Brown said:

While I agree with the advice by Mr. Martin and would probably make the same suggestion, I feel compelled to point out that if this organization has competing factions seeking power at your elections or the adoption of controversial motions, such as bylaw amendments, it is possible for enough of them to show up and essentially hijack the meeting and wreak all kinds of havoc.  If this is an annual meeting, hopefully you have quorum requirements in your bylaws that would most likely prevent that from happening.  But, if this is a convention of delegates where the quorum might consist of a majority of those delegates who actually show up and register, it is quite possible for this to happen.  To some extent, you are dependent on the good character of your members and their desire to "do the right thing" for the organization as a whole.   If things are running along harmoniously, you probably have nothing to worry about.

Thank you to all who have made suggestions; your expertise is greatly appreciated. Just wanted to point out, if it helps to give greater backing to the merit of some of these suggestions, that at this Annual Ratification Meeting, all candidates who were "elected" during the prior public elections are presented at the meeting on a slate. As an intended form of deterrence from dilatory or malicious actions at the meeting, according to our Bylaws this slate cannot be amended in any way, and thus the only way to use the meeting to challenge the results of the election is to vote down the slate, preventing the Union from meeting its obligations under the CNCA. While it does not explicitly say in our bylaws that no other items can be added to the agenda of an Annual Ratification Meeting, it does state that the purpose of the meeting is to fulfill the function of election, and thus the Chair is in a position to rule any unrelated motions out of order. Hope this helps!

 

All this was instituted precisely because the organization had competing factions who could not be trusted to avoid doing exactly what Mr. Brown suggested.

Edited March 18, 2020 at 05:01 PM by swirskya