Cancelling A Meeting

[wfd086]

I am the Secretary for our organization.  I was contacted by our Captain (President) this evening and he asked me to send an email to the membership to cancel our monthly meeting because of the Coronavirus since the majority of our members are seniors.  Our state (RI) is currently in a declared state of emergency.

Our By-laws call for our meeting to be held on the 3rd Wednesday of every month.  we require a quorum of seven members including one of the three leading officers.  There is nothing in the By-laws about cancelling a meeting however they do allow us to change the time of a meeting with a 2/3 vote of the members present at a meeting.

My question is can we just cancel a meeting at the direction of the Captain?

[Chris Harrison]

There isn't any mechanism under RONR to cancel a meeting.  However, what you can do is contact the members to (informally) decide when to meet (it has to be before your April meeting) or they can decide to meet at the call of the President.  Then at the time of the March meeting a member or two can meet and adopt a motion to establish an Adjourned Meeting (RONR pp. 242-246) for whatever time the members decided upon or upon the call of the President then they can adjourn and go home.

Another option, assuming there is no business so pressing it can't wait for the April meeting, is to forgo the Adjourned Meeting altogether. That member or two can call the meeting to order and immediately vote to adjourn then go home. Next meeting is then in April. 

Edited March 15, 2020 at 03:29 AM by Chris Harrison

[Atul Kapur]

There is no provision in RONR to cancel a meeting. There appears to be no provision in your bylaws either. In that case, there is no way within the rules to cancel a meeting ahead of time.

Even if you send this email to cancel the meeting, some people may not see it and show up. That's one of the risks of cancelling.

Strictly within the rules (see next paragraph for going beyond the rules): If only a few people attend the March meeting then -- even though there is not a quorum -- you have satisfied the requirement to hold the meeting. At that meeting, without a quorum, those in attendance can simply adopt a motion to Adjourn (so the next meeting would be the April regular meeting) or a motion to Adjourn to a Future Time (to have another meeting before the April regular meeting).
If you want to have the flexibility to hold a meeting prior to the April meeting, then you could adopt a meeting to Adjourn to the Call of the Chair. In that case, if circumstances improve, the Chair / Presiding Officer can call a meeting; if they don't, then the next meeting is in April.

You may decide to act otherwise because you and the Captain feel this is in the best interests of your membership, even if it is not within the rules. I would suggest that you have some provision in case some members show up anyway (signage or a person at the meeting location to inform them that the meeting has been cancelled and contact information if they have questions). When you are next able to have a proper meeting, be prepared to explain your decision and the process you took to reach it. If it's reasonable, your membership should accept it. You may even arrange for a motion to Ratify the decision and actions that were taken, or, if the actions were not something that could be ratified, then a motion to Commend the people who took the actions.

 

Edited March 15, 2020 at 04:11 AM by Atul Kapur

[Gary Novosielski]

19 hours ago, Atul Kapur said:

There is no provision in RONR to cancel a meeting. There appears to be no provision in your bylaws either. In that case, there is no way within the rules to cancel a meeting ahead of time.

Well, perhaps not the immediately upcoming meeting, but if another meeting intervened, the assembly could presumably vote to do so.

[Josh Martin]

1 hour ago, Gary Novosielski said:

Well, perhaps not the immediately upcoming meeting, but if another meeting intervened, the assembly could presumably vote to do so.

Since we are told that the bylaws call for a meeting on the third Wednesday of every month, and provide nothing regarding cancellation, the only way for the assembly to cancel a meeting would be to amend the bylaws.

If meetings were scheduled by resolution, then this would be an option.

[Atul Kapur]

I disagree that a meeting could vote to cancel a future meeting. The OP tells us that their bylaws "allow us to change the time of a meeting with a 2/3 vote of the members present at a meeting."

I don't believe that a bylaws provision providing for changing the time of a meeting gives any authority to cancel a meeting. In fact, I think Principle of Interpretation 5 makes it clear that cancelling a meeting is prohibited. (RONR 11th ed., p. 590, lines 9-16)

[J. J.]

This article might help give you a solution, of holding a meeting but arranging for no one to attend.  It was published in NP 27.doc, 4th Quarter 2010

[Richard Brown]

6 minutes ago, J. J. said:

This article might help give you a solution, of holding a meeting but arranging for no one to attend.  It was published in NP 27.doc, 4th Quarter 2010

Excellent article and very timely because of the Coronavirus scare. I remember reading it when it came out. Question: do you happen to have a copy of the doomsday clause  they (or other associations) adopted?

[J. J.]

14 minutes ago, Richard Brown said:

Excellent article and very timely because of the Coronavirus scare. I remember reading it when it came out. Question: do you happen to have a copy of the doomsday clause  they (or other associations) adopted?

I hate cluttering up the board like this; my apologies Dan.  It is attached.  It was published in Parliamentary Journal, October 2003.  The clauses themselves are quite variable.  

PJ 17 RW1.doc

Edited March 16, 2020 at 02:33 AM by J. J.

[Joshua Katz]

I don't have a good answer here, but I wish we had a better one. The chair can adjourn a meeting in an emergency, such as a fire. It seems to me that "canceling" a meeting during a state of emergency is a less bad option than exposing people to the risk of death.

I'm a little confused about this scenario, though. Who is responding to emergencies if most of your department needs to be isolated?

[Josh Martin]

4 minutes ago, Joshua Katz said:

I don't have a good answer here, but I wish we had a better one. The chair can adjourn a meeting in an emergency, such as a fire. It seems to me that "canceling" a meeting during a state of emergency is a less bad option than exposing people to the risk of death.

While the date is apparently locked in, there might be more flexibility on location. So perhaps the meeting could be called to be held at a particular member's home (where that member will presumably already be), no one else shows up, and that member adjourns the meeting to a future time, date, and place. 

[Joshua Katz]

Mr. Martin, that's a reasonable solution. And if there is less flexibility in some other case...still, the bottom line is that RONR is not a suicide pact. Or, perhaps worse, it is not a pact to cause the death of others.

[Guest Phil]

I appreciate Atul Kapur mentioning ratification....in my reading of Roberts, this back door seems to be best way to deal with an emergency.  In an organization I belong to, this is the route we are taking because of Covid-19:  (improperly) canceling the meeting by email but then ratifying that action at our next actual meeting.  (RONR pp. 124-125, starting at line 24.)

[Dan Honemann]

26 minutes ago, Guest Phil said:

I appreciate Atul Kapur mentioning ratification....in my reading of Roberts, this back door seems to be best way to deal with an emergency.  In an organization I belong to, this is the route we are taking because of Covid-19:  (improperly) canceling the meeting by email but then ratifying that action at our next actual meeting.  (RONR pp. 124-125, starting at line 24.)

This all seems to assume that your rules provide a method for properly canceling a regular or properly called meeting. Do they? 

 

[J. J.]

The best way, IMO, would be the inquorate meeting method.  Having one member call it to order, elect temporary officers, as needed (they could be the same person), find that there is no quorum, and adjourn, would be preferable. 

[Gary Novosielski]

6 hours ago, Guest Phil said:

I appreciate Atul Kapur mentioning ratification....in my reading of Roberts, this back door seems to be best way to deal with an emergency.  In an organization I belong to, this is the route we are taking because of Covid-19:  (improperly) canceling the meeting by email but then ratifying that action at our next actual meeting.  (RONR pp. 124-125, starting at line 24.)

As Mr. Honemann hints above, a group can only ratify an action after the fact that it would have had the authority to approve in advance.  So unless it would have been possible for the meeting to have been properly cancelled in advance by that body, a vote after it's done isn't in order either.

Edited March 26, 2020 at 11:53 PM by Gary Novosielski

[Guest JudgeSMails]

I am in a similar situation.  Our Bylaws state that only June, July and August General Membership Meetings (GMM) can be cancelled by the Board of Trustees.  The meeting in question is the April meeting which is scheduled for the first Friday of the month.  Quorum for our GMM far exceeds 10.  The state is under a shelter in place order.  Grocery Store, Medical Care, Pharmacy etc are the only reasons to be out of the house.  It is Illegal for any group greater than 10 to meet.  Thus the meeting itself violates City and State Law.  Roberts makes provisions for Illegal Motions, but what about Illegal meetings?

[Josh Martin]

14 minutes ago, Guest JudgeSMails said:

I am in a similar situation.  Our Bylaws state that only June, July and August General Membership Meetings (GMM) can be cancelled by the Board of Trustees.  The meeting in question is the April meeting which is scheduled for the first Friday of the month.  Quorum for our GMM far exceeds 10.  The state is under a shelter in place order.  Grocery Store, Medical Care, Pharmacy etc are the only reasons to be out of the house.  It is Illegal for any group greater than 10 to meet.  Thus the meeting itself violates City and State Law.  Roberts makes provisions for Illegal Motions, but what about Illegal meetings?

As has been previously noted, a meeting is still held for the purposes of complying with an organization's rules even if a quorum is not present, and an assembly without a quorum may still take certain, very limited actions, such as adjourning the meeting to a later date and time. So an organization could announce that the meeting is still technically being held, but tell members not to come (for their safety, to comply with executive orders, etc.). Then a single member could show up and adjourn the meeting to a later date and time (or simply adjourn the meeting, period). Of course, for states with more restrictive measures in place, this becomes more difficult. One idea, as I have already noted, is to change the location for the meeting to a particular member's home, so it is then guaranteed that at least one member will be able to attend.

Failing that, I suppose the meeting will not be able to be held, and the organization will technically be in violation of its bylaws, but I expect the world will keep moving. If the only concern is technically holding the meeting in order to comply with the requirement to have the meeting, I wouldn't really worry about it. If there was crucial business to attend to, we can discuss options.

As for the question of "illegal meetings," RONR does not directly address this question. RONR does provide that applicable procedural rules in federal, state, or local law take precedence over an organization's rules. So as an academic matter, the question arises whether these orders (which have the force of law) are (in part) procedural in nature. If so, they take precedence over an organization's rules. Even if they are not procedural in nature, however, following the law is generally a good idea anyway, particularly when health and safety is at risk.

In short, while I encourage organizations to try to work within their own rules and the rules of RONR to the greatest extent feasible, this takes a back seat to maintaining the health and safety of the members of the organization and the public at large. We very rarely tell people that it is sometimes OK to break the rules, but this might be a time where we should tell people that. If it's not safe to hold the meeting, don't hold the meeting.

Edited March 27, 2020 at 03:19 PM by Josh Martin

[J. J.]

I am not sure that a lockdown would be considered a procedural rule.