reconvening adjourned meeting

[Marlene41]

The constitution of our national fraternal association stipulates that we hold our annual meeting between May 1 and Sept. 1.  It was scheduled for May 6, but the pandemic prevented travel and in-person meetings. We held an electronic meeting on May 6 only to to count ballots & announce the new National Council members, who assume duties July 1. We adjourned to August.  We opened the meeting according to an established ritual.

The president considers the August meeting a continuation of the May 6 annual meeting. Do we repeat the ritual, or do we just call the meeting meeting to order and continue with the agenda?

Or should we consider the August meeting a new meeting?

In either case, will it require another call to meeting? I believe it will.

Thank you,

 

 

 

[Dan Honemann]

5 minutes ago, Marlene41 said:

The constitution of our national fraternal association stipulates that we hold our annual meeting between May 1 and Sept. 1.  It was scheduled for May 6, but the pandemic prevented travel and in-person meetings. We held an electronic meeting on May 6 only to to count ballots & announce the new National Council members, who assume duties July 1. We adjourned to August.  We opened the meeting according to an established ritual.

The president considers the August meeting a continuation of the May 6 annual meeting. Do we repeat the ritual, or do we just call the meeting meeting to order and continue with the agenda?

Or should we consider the August meeting a new meeting?

In either case, will it require another call to meeting? I believe it will.

Thank you,

 

 

 

You say that you held an electronic meeting on May 6, but you don't say whether or not your bylaws (or other governing documents) authorize holding a meeting of this kind. Do they?

 

[Marlene41]

Our bylaws do not allow for them. Council members know they don't, but this was an emergency situation; there was no other way to handle this. Our constitution & bylaws allow the president to call an emergency meeting - we are working on the assumption that this was an emergency. No one objected, & I am sure no one will dispute it. 

I am working on an amendment to allow for electronic meetings. Unfortunately, our constitution contains details for meetings. They should be in bylaws, & bylaws have fewer formal requirements for amendments. I have to look them over to see how I can move them.

[Dan Honemann]

If your bylaws adopt RONR as your parliamentary authority and do not authorize electronic meetings, then nothing done at this electronic meeting held on May 6 has any legitimate force or effect. But if, as you say, no one will dispute what was done, then I suppose this illegitimacy won't matter.

[Josh Martin]

3 hours ago, Marlene41 said:

The constitution of our national fraternal association stipulates that we hold our annual meeting between May 1 and Sept. 1.  It was scheduled for May 6, but the pandemic prevented travel and in-person meetings. We held an electronic meeting on May 6 only to to count ballots & announce the new National Council members, who assume duties July 1. We adjourned to August.  We opened the meeting according to an established ritual.

The president considers the August meeting a continuation of the May 6 annual meeting. Do we repeat the ritual, or do we just call the meeting meeting to order and continue with the agenda?

Or should we consider the August meeting a new meeting?

In either case, will it require another call to meeting? I believe it will.

 

1 hour ago, Marlene41 said:

Our bylaws do not allow for them. Council members know they don't, but this was an emergency situation; there was no other way to handle this. Our constitution & bylaws allow the president to call an emergency meeting - we are working on the assumption that this was an emergency. No one objected, & I am sure no one will dispute it. 

I am working on an amendment to allow for electronic meetings. Unfortunately, our constitution contains details for meetings. They should be in bylaws, & bylaws have fewer formal requirements for amendments. I have to look them over to see how I can move them.

I don't think the fact that the constitution and bylaws authorize the President to call an emergency meeting, in and of itself, authorizes the organization to hold electronic meetings. The meeting held on May 6 is therefore invalid, and thus the meeting in August cannot possibly be a continuation of the May 6 meeting. So the August meeting should be considered a new meeting, and will therefore require any notice or call to meeting required by your bylaws for a new meeting. I will leave it up to your society to determine what this means for these rituals, since I am not familiar with your society's rules on this matter.

When the meeting actually begins, one of the first items of business should be to ratify the business conducted on May 6 and subsequent actions taken by the board and officers.

Edited May 8, 2020 at 08:53 PM by Josh Martin

[Dan Honemann]

2 minutes ago, Josh Martin said:

When the meeting actually begins, one of the first items of business should be to ratify the business conducted on May 6 and subsequent actions taken by the board and officers.

None of the business conducted during the May 6 meeting can be ratified, but subsequent actions taken by the board and officers to carry out decisions made at that meeting can be ratified.

[Atul Kapur]

9 hours ago, Marlene41 said:

We held an electronic meeting on May 6 only to to count ballots & announce the new National Council members, who assume duties July 1.

 

5 hours ago, Daniel H. Honemann said:

None of the business conducted during the May 6 meeting can be ratified, but subsequent actions taken by the board and officers to carry out decisions made at that meeting can be ratified.

My question, Mr. Honemann, is about the election and the assumption of office. Assume that the assembly elected the new officers at the May 6 meeting (Guest Marlene41's wording is not clear but let's go with my assumption). The election cannot be ratified. Can the individuals' assumption of office on July 1 be ratified? They weren't officers when they took that action.

[Dan Honemann]

8 hours ago, Atul Kapur said:

My question, Mr. Honemann, is about the election and the assumption of office. Assume that the assembly elected the new officers at the May 6 meeting (Guest Marlene41's wording is not clear but let's go with my assumption). The election cannot be ratified. Can the individuals' assumption of office on July 1 be ratified? They weren't officers when they took that action.

We are told that this May 6 electronic meeting was held only to "count ballots & announce the new National Council members, who assume duties July 1." As a consequence, I'm not willing to go along with your assumption that the assembly elected new officers at this meeting, since this assumption strays too far from the facts as presented. Furthermore, we have no idea what will or will not happen on July 1. In the absence of real facts, I'm not inclined to speculate about whether or not an individual's assumption (usurpation?) of an office to which he has not been validly elected is an action which can be ratified within the meaning of the rules in RONR. My guess is that such action will most likely violate something or other in the organization's bylaws, but that's just a guess. 

[Gary Novosielski]

On 5/8/2020 at 4:52 PM, Josh Martin said:

 

I don't think the fact that the constitution and bylaws authorize the President to call an emergency meeting, in and of itself, authorizes the organization to hold electronic meetings. 

But, but--they both begin with e, doesn't that count for something?

[Marlene41]

Thank you for your responses.

The 5/6/20 meeting was called to honor the call to our annual meeting (May 6) and to announce the result of the election; ballots had been submitted in advance via postal mail to the election chairman, who announced the results after counting them. We did not elect, install or ratify officers. Basically, the election chair had to let the council know the results. New officers take over July 1. 

To paraphrase Mr. Honemann: the legality of the meeting is moot if everyone is in agreement with the direction we took (even without electronic meeting in the bylaws). 

The ritual covers opening & closing ceremonies. 

My sense from you all is that the Aug. 15 meeting will be a new meeting. We will call that meeting properly. We have no guarantee that we will be able to meet physically (people come from all over the country), so we will again have to conduct an illegal meeting, but we don't have a choice, & we cannot delay business for more than a year.

Again, thank you for your thoughtful answers.

 

 

 

[Josh Martin]

1 hour ago, Marlene41 said:

ballots had been submitted in advance via postal mail to the election chairman, who announced the results after counting them.

And this process is authorized by your bylaws?

1 hour ago, Marlene41 said:

To paraphrase Mr. Honemann: the legality of the meeting is moot if everyone is in agreement with the direction we took (even without electronic meeting in the bylaws). 

When continuing breaches occur, however, a Point of Order may be raised at any time during the breach. So unless you are 100% certain that no one, now or in the future, will ever question these actions, it seems preferable to take the proper steps to ratify them (when it is possible to do so) - and even if you somehow are that certain, it doesn't seem to hurt anything to properly ratify the actions.

1 hour ago, Marlene41 said:

My sense from you all is that the Aug. 15 meeting will be a new meeting. We will call that meeting properly. We have no guarantee that we will be able to meet physically (people come from all over the country), so we will again have to conduct an illegal meeting, but we don't have a choice, & we cannot delay business for more than a year.

Okay, but once again, the actions taken by the officers pursuant to the decisions made at such an improper meeting will need to be ratified at a properly called meeting, in person, with a quorum present, when it is possible for the assembly to meet again.

Edited May 18, 2020 at 10:18 PM by Josh Martin

[Gary Novosielski]

3 hours ago, Marlene41 said:

To paraphrase Mr. Honemann: the legality of the meeting is moot if everyone is in agreement with the direction we took (even without electronic meeting in the bylaws). 

That doesn't sound like him.

[J. J.]

If no member ever raises a point of order, then there is nothing for the chair or assembly to rule on. 

[Gary Novosielski]

15 hours ago, J. J. said:

If no member ever raises a point of order, then there is nothing for the chair or assembly to rule on. 

That's certainly true, but if a continuing breach is created, there's no telling what might happen as the result of a change of heart or future new member.  Ever is a long time.

 

[J. J.]

10 hours ago, Gary Novosielski said:

That's certainly true, but if a continuing breach is created, there's no telling what might happen as the result of a change of heart or future new member.  Ever is a long time.

 

In this case, assuming that the election was of officers, as soon as they end their term, the breach will no longer be continuing.  It will have "healed" of its own accord.  That does happen at times.  It could be a very long period of time.