Suspending Board Meetings

[SHOOTER]

We are considered an essential business under the current guidelines.

Our bylaws call for a meeting of the board on the second Monday of each month.

Should we have the meeting a stated in our bylaws to conduct necessary business and cancel further board meetings if voted on and approved until the the guidelines are lifted or as some on the board have contended we just don't' have one?

I'm in the camp that says a board meeting is required. I'm thinking by not having one it would violate or bylaws and put or 501c3 status at risk.

 

 

 

 

Edited April 10, 2020 at 05:11 AM by SHOOTER

[Joshua Katz]

This looks like more of a legal question, and perhaps an ethical one, than a parliamentary one. All we can really say is, from a parliamentary perspective, you should follow your bylaws. Also, if your bylaws call for a meeting each month, you can't meet this month and cancel the one for next month (unless your bylaws also allow for that). However, look at the FAQ on Covid 19 for suggestions on alternatives.

We can't opine on your legal question, or on the public health question at the root of your question. For that, you'll need to consult your attorney and/or an infectious disease doctor.

[SHOOTER]

I'm sorry it came across as a legal question it was not intended to be.

I was of the opinion that we should follow the bylaws and that the board could vote on suspending the requirement of the monthly meeting until the guidelines were lifted but apparently that is not the case as our bylaws do not allow for that. Thank you for pointing that out.

It seems we have some work to do to our bylaws to facilitate alternative methods of conducting meetings.

 

[J. J.]

Unless the bylaws permit you suspend meeting, you cannot do so.

You might want to consider have just one member attend the meeting, note there no quorum, then adjourn for lack of a quorum.

[Josh Martin]

2 hours ago, J. J. said:

Unless the bylaws permit you suspend meeting, you cannot do so.

You might want to consider have just one member attend the meeting, note there no quorum, then adjourn for lack of a quorum.

Alternately, perhaps at the upcoming meeting, the board (if it has the authority to do so and it is possible to provide any required notice in time) could amend the bylaws to permit electronic meetings, authorize the board to cancel meetings, or both.

Edited April 10, 2020 at 02:58 PM by Josh Martin

[SHOOTER]

Our bylaws state that in order to hold a meeting a quorum must be present with the additional requirement of at least 2 members of the Executive Committee be present.

It now appears that all the members of the executive committee (from the email I received) will not be in attendance thereby circumventing the meeting.

 

[George Mervosh]

17 minutes ago, SHOOTER said:

Our bylaws state that in order to hold a meeting a quorum must be present with the additional requirement of at least 2 members of the Executive Committee be present.

It now appears that all the members of the executive committee (from the email I received) will not be in attendance thereby circumventing the meeting.

I think you should, if possible, follow J.J.'s advice.

"In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void. But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society's rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately. 

Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to these motions or to the conduct of the meeting while it remains without a quorum."  RONR (11th ed.), pp. 347-48

[Richard Brown]

I agree with the comments above by Mr. Mervosh (and also the suggestion made by JJ).  I was about to make a comment myself asking if you understand that you can still meet and fix the date, time and place for an adjourned meeting. The presence of a quorum is not necessary in order to do that. Those members who show up, even if it’s only one member, can do that.

Edited April 10, 2020 at 05:06 PM by Richard Brown
Edited the first sentence to add the part in parentheses

[SHOOTER]

I was aware but do not fully understand what is meant by that. 

If you would please explain.

[J. J.]

2 hours ago, SHOOTER said:

I was aware but do not fully understand what is meant by that. 

If you would please explain.

I would suggest that you read these two articles:

https://www.academia.edu/42254288/RONR_versus_Blizzards

https://www.academia.edu/42254625/Flexibility_of_Adjourned_Meetings

I think they will explain just about everything, but if you do have some more questions, come back and ask.

[Rev Ed]

I would suggest going with J.J.'s advise - have one member, such as the President/Chairman call the meeting to order, note that there is absence of quorum (there being only one member present) and then adjourning the meeting.  That way the By-laws have been followed (there was a meeting) yet the organization has done what it needs to do to help prevent the spread of the virus.

[Richard Brown]

2 hours ago, Rev Ed said:

I would suggest going with J.J.'s advise - have one member, such as the President/Chairman call the meeting to order, note that there is absence of quorum (there being only one member present) and then adjourning the meeting.  That way the By-laws have been followed (there was a meeting) yet the organization has done what it needs to do to help prevent the spread of the virus.

@SHOOTER But don't just adjourn the meeting!  You need to adjourn it to a future date, time and place!  You are not just adjourning, you are setting up an adjourned meeting.  It is basically a continuation of the same session, but at a future date, time or place.  This is what RONR says about an adjourned meeting on pages 93-94:

Adjourned Meeting
An adjourned meeting is a meeting in continuation of the session of the immediately preceding regular or special meeting. The name adjourned meeting means that the meeting is scheduled for a particular time (and place, if it is not otherwise established) by the assembly's "adjourning to" or "adjourning until" that time and place. If a regular meeting or a special meeting is unable to complete its work, an adjourned meeting can be scheduled for later the same day or some other convenient time before the next regular meeting, by the adoption (as applicable) of a main or a privileged motion to fix the time to which to adjourn, or a main motion to [page 94] adjourn until the specified time (see 21, 22). In such a case, the adjourned meeting is sometimes spoken of as "an adjournment of" the regular or special meeting. This usage should not be confused with the act of adjourning.
When common expressions such as "regular [or "stated"] meeting," "special [or "called"] meeting," and "annual meeting" (see below) are used in the bylaws, rules, or resolutions adopted by an organization, the word meeting is understood to mean session in the parliamentary sense, and therefore covers all adjourned meetings.
An adjourned meeting takes up its work at the point where it was interrupted in the order of business or in the consideration of the question that was postponed to the adjourned meeting, except that the minutes of the preceding meeting are first read.

The wording of a motion to set an adjourned meeting (to fix the time to which to adjourn) might be as follows:  "I move that we adjourn until 10 AM on Saturday, June 13 at the same time and place" (or "at the clubhouse", or "at a location to be determined by the President", etc).  There are several options.  Ask us if you want more information.  There are several variations you can use.  The links provided by JJ should be helpful.

Edited to add:  If you do not want to set up an adjourned meeting, but just try again next month to have your regular monthly meeting, then there is no need to set an adjourned meeting and you can do as Rev Ed suggested:  Have someone call your regular scheduled meeting to order, note the absence of a quorum, and adjourn.  Then, try again next month.

Edited April 10, 2020 at 10:33 PM by Richard Brown
Added last paragraph

[Richard Brown]

@SHOOTER  Perhaps it will help you to read what RONR says can be done in the absence of a quorum.  Here it is from pages 347-348:

PROCEEDINGS IN THE ABSENCE OF A QUORUM. In the absence of a quorum, any business transacted (except for the procedural actions noted in the next paragraph) is null and void. But if a quorum fails to appear at a regular or properly called meeting, the inability to transact business does not detract from the fact that the society's rules requiring the meeting to be held were complied with and the meeting was convened—even though it had to adjourn immediately.
Even in the absence of a quorum, the assembly may fix the time to which to adjourn (22), adjourn (21), recess (20), or take measures to obtain a quorum. Subsidiary and incidental motions, questions of privilege, motions to Raise a Question of Privilege or Call for the Orders of the Day, and other motions may also be considered if they are related to [page 348] these motions or to the conduct of the meeting while it remains without a quorum.

A motion that absent members be contacted during a recess would represent a measure to obtain a quorum. A motion to obtain a quorum may be moved as a main motion when no business is pending, or as a privileged motion that takes precedence over a motion to Recess (20). Such motions are out of order when another has the floor; must be seconded; are debatable except when privileged; are amendable; require a majority vote; and can be reconsidered. Motions to obtain a quorum are similar to a Call of the House, which can be ordered in assemblies having the power to compel attendance (see below).

The prohibition against transacting business in the absence of a quorum cannot be waived even by unanimous consent, and a notice (pp. 121–24) cannot be validly given. If there is important business that should not be delayed until the next regular meeting, the assembly should fix the time for an adjourned meeting and then adjourn. If, instead, the members present take action informally in the absence of a quorum, they do so at their own risk. Although the assembly can later ratify their action (pp. 124–25), it is under no obligation to do so

[Rev Ed]

On 4/10/2020 at 6:08 PM, Richard Brown said:

Edited to add:  If you do not want to set up an adjourned meeting, but just try again next month to have your regular monthly meeting, then there is no need to set an adjourned meeting and you can do as Rev Ed suggested:  Have someone call your regular scheduled meeting to order, note the absence of a quorum, and adjourn.  Then, try again next month.

Richard,

I only suggested an immediate move to adjourn because of the current situation.  The organization has monthly meetings, and it's probable that if the April meeting cannot take place that the May meeting will not take place.  June, July and August are all question marks in several countries at the moment as well.  I think the current pandemic is unique and not something that is hard to plan for in advance.  However, I concur that the meeting could be adjourned to a later date and then adjourned again in the future if required.

[Atul Kapur]

You would only have an adjourned meeting if you thought that you could hold it before the next regular meeting. In this case, with the current uncertainty and a regular schedule of monthly meetings,  it seems highly unlikely that an adjourned meeting would be of benefit here.

Edited April 13, 2020 at 01:12 PM by Atul Kapur
Corrected typo that JJ found

[J. J.]

3 hours ago, Atul Kapur said:

You would only have an adjourned meeting if you thought that you could hold it before the next regular meeting. In this case, with the current uncertainty and a regular schedule of monthly meetings,  it seems highly unlikely that an adjourned meaning would be of benefit here.

What meaning do you wish to adjourn?