Meeting Adjourned to Meet at the Call of the Chair

[Weldon Merritt]

If a inquorate annual meeting was adjourned to meet on a specific date at the call of the chair (for the time and location), and it becomes apparent that it would be unlikely that a quorum could be obtained on the specified date, is the chair nevertheless obligated to call the meeting even though it almost certainly will have to be adjourned without conducting business? Would it matter if there is no urgent business that could not wait until the next annual meeting?

[Josh Martin]

4 minutes ago, Weldon Merritt said:

If a inquorate annual meeting was adjourned to meet on a specific date at the call of the chair (for the time and location), and it becomes apparent that it would be unlikely that a quorum could be obtained on the specified date, is the chair nevertheless obligated to call the meeting even though it almost certainly will have to be adjourned without conducting business?

Yes.

5 minutes ago, Weldon Merritt said:

Would it matter if there is no urgent business that could not wait until the next annual meeting?

No.

The bottom line is that the assembly ordered that an adjourned meeting be held on a specific date. The chair is obligated to call a meeting on that date and does not have the authority to contradict the decision of the assembly. It may well have been advisable for the assembly to not specify a date in order to grant the chair more flexibility in this regard, but at this point the chair is stuck with what the assembly adopted.

[Weldon Merritt]

1 hour ago, Josh Martin said:

The bottom line is that the assembly ordered that an adjourned meeting be held on a specific date. The chair is obligated to call a meeting on that date and does not have the authority to contradict the decision of the assembly. It may well have been advisable for the assembly to not specify a date in order to grant the chair more flexibility in this regard, but at this point the chair is stuck with what the assembly adopted.

That's pretty much what I thought.

Actually, "the assembly" in this instance consisted solely of the president. There is a longer backstory, but the bottom line is that even though we knew that we almost certainly would not attain a quorum, we scheduled the meeting to comply with the bylaws requirement that the meeting be held "in the spring."

We gave proper notice, and were completely upfront about our intention, and suggested that members other than the president not attend. We had a our usual pre-annual meeting board meeting, except electronically (which the bylaws allowed) and the workshops that normally would be held in conjunction with the annual meeting. Then at the specified time (with members observing electronically), the president convened the annual meeting, appointed himself as the secretary pro tem and the minutes approval committee, set the adjourned meeting, and adjourned the meeting. The date was selected because that is when we had scheduled our Fall Board Meeting and Educations Workshops (which normally do not include membership business meeting).

I suppose, however, that even though no one else was physically present, the president was acting in the name of the organization, so the answer is the same.

We will be having another board meeting soon to decide what to do about our Fall meeting, so we'll see what we decide.

[Weldon Merritt]

Just thinking about this further, I have a followup question. If the adjourned meeting had been set simply to meet at the call of the chair, without specifying a date, would the chair still have had an obligation to call the adjourned meeting at some point before the next annual meeting?

I realize that is a moot issue, because that's not what happened. But I'm still curious. (And it might be good to know in case there is a similar situation in the future.)

[Josh Martin]

20 minutes ago, Weldon Merritt said:

Just thinking about this further, I have a followup question. If the adjourned meeting had been set simply to meet at the call of the chair, without specifying a date, would the chair still have had an obligation to call the adjourned meeting at some point before the next annual meeting?

I think the answer is still technically yes, but in that situation, the chair could fulfill the obligation by scheduling the adjourned meeting to be held immediately prior to the next regular meeting.

[Weldon Merritt]

5 minutes ago, Josh Martin said:

I think the answer is still technically yes, but in that situation, the chair could fulfill the obligation by scheduling the adjourned meeting to be held immediately prior to the next regular meeting.

Thanks, Josh. That makes sense.

I asked my original question because one of my colleagues had suggested that the president could simply not call the meeting. That didn't seem quite right to me, so I thought I'd seek another opinion.

[Richard Brown]

13 hours ago, Weldon Merritt said:

Just thinking about this further, I have a followup question. If the adjourned meeting had been set simply to meet at the call of the chair, without specifying a date, would the chair still have had an obligation to call the adjourned meeting at some point before the next annual meeting?

I am not at all convinced that the chair would be obligated to call an adjourned meeting in that case. If the original meeting adjourned simply to meet again at the call of the chair, I see no obligation on the chair to call a follow up meeting. I think it is within his discretion.  

Perhaps it depends upon the facts of each situation. I can envision a situation where a meeting adjourns to meet again at the call of the chair so as to be able to deal with a developing situation that might or might not require an adjourned meeting in order to deal with the situation before the next regular meeting. In such a situation, adjourning to meet again at the call of the chair enables the body to deal with a developing situation quickly without having to wait for the next regular meeting or to call a special meeting which might  require several days notice.

[Josh Martin]

1 hour ago, Richard Brown said:

I am not at all convinced that the chair would be obligated to call an adjourned meeting in that case. If the original meeting adjourned simply to meet again at the call of the chair, I see no obligation on the chair to call a follow up meeting. I think it is within his discretion.  

Perhaps it depends upon the facts of each situation. I can envision a situation where a meeting adjourns to meet again at the call of the chair so as to be able to deal with a developing situation that might or might not require an adjourned meeting in order to deal with the situation before the next regular meeting. In such a situation, adjourning to meet again at the call of the chair enables the body to deal with a developing situation quickly without having to wait for the next regular meeting or to call a special meeting which might  require several days notice.

I disagree. If a motion is adopted "That the meeting adjourn to meet at the call of the chair," such a motion orders that an adjourned meeting be held. It does not grant the chair discretion on whether or not to call an adjourned meeting. It does, however, grant the chair discretion on the date, time, and location of the adjourned meeting. As noted previously, however, the only timing requirement in calling an adjourned meeting (except such requirements as the assembly may provide) is that the meeting must be held before the next regular meeting. As a result, if circumstances change such that holding an adjourned meeting is no longer desirable, the chair may call the adjourned meeting to be held immediately prior to the next regular meeting, at which time the assembly will presumably promptly adjourn in order to proceed with its regular meeting.

I acknowledge that there may well be circumstances in which there is "a developing situation that might or might not require an adjourned meeting in order to deal with the situation before the next regular meeting." I have no objection to the assembly adopting a motion granting the chairman even greater flexibility in this regard if the assembly desires to do so. Perhaps such a motion could be worded as "That the meeting adjourn to meet at the call of the chair, if the chair determines that an adjourned meeting is necessary." This clearly indicates that the assembly's intent is to grant the chair flexibility in whether to call an adjourned meeting, rather than simply providing flexibility in when and where the meeting is held.

[Weldon Merritt]

I think Josh has it right on this one. Of course, if the chair does fail to call the meeting, I suppose the only consequence would be whatever discipline, if any, the assembly decides to impose. If everyone agrees that the meeting really wasn't need after all, the assembly may very well decide to do nothing about the failure.