Jump to content
The Official RONR Q & A Forums
Tomm

Adding Meetings

Recommended Posts

The Bylaws state: "Board meetings will generally be held on the second Monday and last Thursday of the month at 9 am except the months of July and August when no Board meetings are held."

With the advent of the virus' 10 week shut-down and the current back-log of issues that need to be resolved,  how can this exception be suspended to allow meetings in July and August?

I assume a simple "suspension of the rules" will not be the appropriate motion, but is this the type of rule that can be changed with a "Special Rule of Order?"  The Board consists of only 9 members so I assume a vote of the majority can pass this motion at its last meeting in June?

Share this post


Link to post
Share on other sites
46 minutes ago, Tomm said:

The Bylaws state: "Board meetings will generally be held on the second Monday and last Thursday of the month at 9 am except the months of July and August when no Board meetings are held."

With the advent of the virus' 10 week shut-down and the current back-log of issues that need to be resolved,  how can this exception be suspended to allow meetings in July and August?

I assume a simple "suspension of the rules" will not be the appropriate motion, but is this the type of rule that can be changed with a "Special Rule of Order?"  The Board consists of only 9 members so I assume a vote of the majority can pass this motion at its last meeting in June?

The exception in question cannot be suspended, since the rule in question is not in the nature of a rule of order. Additionally, this is not the type of rule that can be changed with a special rule of order, since the bylaws take precedence over special rules of order. So based on the facts presented, there does not seem to be any way (short of amending the bylaws) to hold regular board meetings in the months of July and August.

I think, however, that there are a few potential workarounds, since in my view, the provision in question simply means that no regular meetings are held on the dates in question, and it does not prohibit the board from meeting through other means:

  • If the bylaws provide for special meetings, then a special meeting of the board could be called. This would mean, however, that the board would be limited to conducting the business included in the call of the meeting.
  • Alternately, at the meeting on the last Thursday in June, the board could adopt a motion to set an adjourned meeting for a date in July. At that meeting, another adjourned meeting could be set, and so on.

In the long run, it would likely be prudent to amend the bylaws to provide that "Board meetings will generally be held on the second Monday and last Thursday of the month at 9 am except the months of July and August, unless otherwise ordered by the board." This would allow flexibility in both directions in the future - the board could schedule regular meetings for July and/or August, and the board could cancel meetings for other months.

Edited by Josh Martin

Share this post


Link to post
Share on other sites

I was going to suggest that the board could meet informally in the summer and then, at the first meeting in September ratify any actions taken. However, I prefer Mr. Martin's suggestion of adjourned meetings.

2 hours ago, Josh Martin said:

In the long run, it would likely be prudent to amend the bylaws to provide that "Board meetings will generally be held on the second Monday and last Thursday of the month at 9 am except the months of July and August, unless otherwise ordered by the board." This would allow flexibility in both directions in the future - the board could schedule regular meetings for July and/or August, and the board could cancel meetings for other months.

I question whether the bylaw amendment would allow the board to cancel regular meetings. I agree that it allows additional meetings and that they could move a meeting date.

Share this post


Link to post
Share on other sites
27 minutes ago, Atul Kapur said:

I question whether the bylaw amendment would allow the board to cancel regular meetings. I agree that it allows additional meetings and that they could move a meeting date.

I understand your concern, but I interpret Mr. Martin’s suggested language as permitting both the cancellation of regular meetings and the addition of regular meetings in July and August.  I suppose it is ultimately a question of bylaws interpretation.

Edited by Richard Brown
Typographical correction

Share this post


Link to post
Share on other sites
3 hours ago, Josh Martin said:

Alternately, at the meeting on the last Thursday in June, the board could adopt a motion to set an adjourned meeting for a date in July. At that meeting, another adjourned meeting could be set, and so on.

Thanks...I think that's the simplest remedy....perfect! Once and done!

This has been a special year with the long shut-down, and along with the policy that the Board requires motions to be read and approved at 3 consecutive meetings prior to passage (except in special circumstances) things tend to drag out forever! This would be a method of playing catch-up! 

Thanks again!

Share this post


Link to post
Share on other sites
5 hours ago, Tomm said:

policy that the Board requires motions to be read and approved at 3 consecutive meetings prior to passage

This throws an unfortunate wrench into the machine. An adjourned meeting is not a separate meeting. It is a continuation of the immediately preceding meeting / session.

Read pages 93-94 (particularly p. 94, lines 5-10) to see if an adjourned meeting would satisfy your three readings policy. Is there time to change the policy?

Edited by Atul Kapur

Share this post


Link to post
Share on other sites

Thanks, I understand that but some members have an issue with the requirement that the agenda needs to be posted 7 days prior to the board meeting. A question I'll ask in a separate post. 

This last meeting will have 2 committee reports with PowerPoint presentations, so I think there's enough new business that can be carried over into at least July?  

Share this post


Link to post
Share on other sites
11 hours ago, Atul Kapur said:

This throws an unfortunate wrench into the machine. An adjourned meeting is not a separate meeting. It is a continuation of the immediately preceding meeting / session.

Atul, an adjourned meeting is actually a continuation of the same session, but it is not a continuation of the same meeting. It is a separate meeting, just as a single session can consist of several meetings.

Back several years ago, I incurred the Wrath of Dan (actually he was very polite but firm), when I made the mistake of posting in this forum that an adjourned meeting is a continuation of the same meeting. Dan pointed out quite firmly that an adjourned meeting is a continuation of the same session, but not of the same meeting.

Share this post


Link to post
Share on other sites
31 minutes ago, Richard Brown said:

Atul, an adjourned meeting is actually a continuation of the same session, but it is not a continuation of the same meeting. It is a separate meeting, just as a single session can consist of several meetings.

Agreed. I think what Mr. Kapur is getting at, however, is this rule.

"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." (RONR, 11th ed., pg. 94)

Therefore, considering a motion at a regular meeting and at two adjourned meetings might not suffice for the organization's "three readings" rule.

17 hours ago, Tomm said:

This has been a special year with the long shut-down, and along with the policy that the Board requires motions to be read and approved at 3 consecutive meetings prior to passage (except in special circumstances) things tend to drag out forever!

Maybe the organization should just consider getting rid of that rule, or at least amending it to broaden the exceptions. That might be easier than trying to invent creative workarounds.

Share this post


Link to post
Share on other sites

So if an adjourned meeting is a continuation of the same session, then is it correct to assume that the Agenda that was approved at the beginning of the meeting doesn't cause any violation regarding the 7 day prior notice?

The adjourned meeting is simply continuing the items that were previously approved by the Agenda but were not completed! 

Share this post


Link to post
Share on other sites
5 minutes ago, Tomm said:

So if an adjourned meeting is a continuation of the same session, then is it correct to assume that the Agenda that was approved at the beginning of the meeting doesn't cause any violation regarding the 7 day prior notice?

I don't know, it's your rule. :)

Share this post


Link to post
Share on other sites
18 hours ago, Atul Kapur said:

An adjourned meeting is not a separate meeting. It is a continuation of the immediately preceding meeting / session.

 

7 hours ago, Richard Brown said:

Atul, an adjourned meeting is actually a continuation of the same session, but it is not a continuation of the same meeting. It is a separate meeting, just as a single session can consist of several meetings.

 

6 hours ago, Josh Martin said:

Agreed. I think what Mr. Kapur is getting at, however, is this rule.

"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." (RONR, 11th ed., pg. 94)

Therefore, considering a motion at a regular meeting and at two adjourned meetings might not suffice for the organization's "three readings" rule.

Mr. Martin is correct; that was the rule I was thinking of when I said what I said. With two meetings a month, it seems clear to me that each regular meeting is a separate session.

I was going to put that quote in my original answer, but decided it wold make the answer too long and complicate so I would only mention it if this point was raised. I should have known that it would be. 😄

Share this post


Link to post
Share on other sites
Guest
Reply to this topic...

×   Pasted as rich text.   Paste as plain text instead

  Only 75 emoji are allowed.

×   Your link has been automatically embedded.   Display as a link instead

×   Your previous content has been restored.   Clear editor

×   You cannot paste images directly. Upload or insert images from URL.

Loading...

×
×
  • Create New...