Delaying Biennial Meeting and Election of Officers

[Guest Jill Hurd]

I am Bylaws Chairman and a Board officer of a national craft organization (non-profit). Our Bylaws specifically state that a Biennial Meeting be scheduled every two years in an ODD year. Our Board officers serve their term from the close of a Biennial to the opening of the next Biennial.  Our Biennial was scheduled for Sept 2021 in Kansas City and the new officers were to be installed at that time. Unfortunately, the Biennial has been canceled due to the pandemic. The hotel has rebooked us for Sept 2022 instead. We are starting our Nomination process now for Board Officer elections for 2021 when Board officer's terms are up.  If we as a Board try to change the Bylaws to accommodate the new schedule, our Bylaws state that all Bylaw changes must be approved by the membership at the Biennial. So no matter what Bylaw changes we make, they won't be effective until 2022.  Thus the problem.

Any suggestions how we can fix this.  

[Josh Martin]

4 minutes ago, Guest Jill Hurd said:

I am Bylaws Chairman and a Board officer of a national craft organization (non-profit). Our Bylaws specifically state that a Biennial Meeting be scheduled every two years in an ODD year. Our Board officers serve their term from the close of a Biennial to the opening of the next Biennial.  Our Biennial was scheduled for Sept 2021 in Kansas City and the new officers were to be installed at that time. Unfortunately, the Biennial has been canceled due to the pandemic. The hotel has rebooked us for Sept 2022 instead. We are starting our Nomination process now for Board Officer elections for 2021 when Board officer's terms are up.  If we as a Board try to change the Bylaws to accommodate the new schedule, our Bylaws state that all Bylaw changes must be approved by the membership at the Biennial. So no matter what Bylaw changes we make, they won't be effective until 2022.  Thus the problem.

Any suggestions how we can fix this.  

What RONR would suggest as the solution is that the 2021 meeting still technically be held, with one person showing up in the parking lot or something and adopting a motion to adjourn to the September 2022 meeting, therefore making it a continuation of the 2021 meeting. This is one of the few procedural motions which may be adopted in the absence of a quorum, and a meeting without a quorum still satisfies the requirement in the bylaws to hold the meeting. So that will have you covered for 2021 and 2022, and then the bylaws may be amended to fix the schedule for future years.

[Rob Elsman]

That the biennial meeting was cancelled is stated in the passive voice, yet the rule cited seems to suggest that the unmentioned agent doing the cancelling had no authority to do so.

[Atul Kapur]

58 minutes ago, Guest Jill Hurd said:

We are starting our Nomination process now for Board Officer elections for 2021 when Board officer's terms are up.

Look at the exact language regarding the terms of office of your officers. The incumbents may remain in office or you may have vacancies, depending on what your bylaws say.

[Richard Brown]

On 9/29/2020 at 11:06 AM, Guest Jill Hurd said:

Our Board officers serve their term from the close of a Biennial to the opening of the next Biennial.

Are Sure that statement is correct? Who are your officers DURING the biennial meeting, from the opening gavel until adjournment? Usually officers serve from the adjournment of one Annual or biennial  meeting or convention until the adjournment of the next annual or biennial meeting or convention. It also appears from your post that you might elect your officers prior to the biennial meeting. Do you?  
 

I’m confused as to just when you elect your officers (as opposed to installation) and who the officers are who serve during the annual convention. If the terms expire at the beginning of the meeting and the new terms don’t begin until adjournment of the meeting, it seems you have no officers during the meeting.

[Guest Jill Hurd]

Thank you ALL for your comments and questions re: our Board's dilemma re: our cancelation of our Biennial Meeting due to the pandemic and the conflict with our Bylaws. After reading your comments, I am encouraged because I think I see a possible solution.

 We are a national craft organization of approximately 4000 members. Our Bylaws specifically state that a Biennial Meeting must be scheduled every two years in an ODD year in the fall months. Our Board officers serve their term from the close of a Biennial to beginning of the next Biennial. The first day of the Biennial, the current President chairs a General Membership meeting where the new officers are installed and their terms begin. But since our 2021 Biennial for this year has been canceled, our Bylaws cannot be followed. 

Our election for the 2021 - 2023 officers will be take place in May of this year through a ballot in our magazine.

In seeing the discussion, I'm wondering if we as the current Board officers could hold a General Membership Meeting with members online (through Zoom, etc) this September when the Biennial was previously scheduled.  At that meeting, we could install the new officers. According to our Bylaws, the number of members at the Biennial General Meeting doesn't matter as motions are passed with a simple majority and new Bylaws with a 2/3 majority. --- So our Bylaws committee could revise the current Bylaws to give the Board the flexibility to determine the date and year of the Biennial so we would not be locked down to a specific year or month and could allow the Membership meeting to be held virtually.  The membership at that virtual meeting could approve the amended Bylaws.

In summary, this virtual "Biennial meeting" would install the new officers AND allow us to amend the Bylaws re: the timing of the Biennial Meeting from here on.

I think this method might work. Is there anything I'm not thinking of?

Thank you so much for participating in this discussion....

 

 

[Josh Martin]

37 minutes ago, Guest Jill Hurd said:

Thank you ALL for your comments and questions re: our Board's dilemma re: our cancelation of our Biennial Meeting due to the pandemic and the conflict with our Bylaws. After reading your comments, I am encouraged because I think I see a possible solution.

 We are a national craft organization of approximately 4000 members. Our Bylaws specifically state that a Biennial Meeting must be scheduled every two years in an ODD year in the fall months. Our Board officers serve their term from the close of a Biennial to beginning of the next Biennial. The first day of the Biennial, the current President chairs a General Membership meeting where the new officers are installed and their terms begin. But since our 2021 Biennial for this year has been canceled, our Bylaws cannot be followed. 

Our election for the 2021 - 2023 officers will be take place in May of this year through a ballot in our magazine.

In seeing the discussion, I'm wondering if we as the current Board officers could hold a General Membership Meeting with members online (through Zoom, etc) this September when the Biennial was previously scheduled.  At that meeting, we could install the new officers. According to our Bylaws, the number of members at the Biennial General Meeting doesn't matter as motions are passed with a simple majority and new Bylaws with a 2/3 majority. --- So our Bylaws committee could revise the current Bylaws to give the Board the flexibility to determine the date and year of the Biennial so we would not be locked down to a specific year or month and could allow the Membership meeting to be held virtually.  The membership at that virtual meeting could approve the amended Bylaws.

In summary, this virtual "Biennial meeting" would install the new officers AND allow us to amend the Bylaws re: the timing of the Biennial Meeting from here on.

I think this method might work. Is there anything I'm not thinking of?

Thank you so much for participating in this discussion....

The problem with this method is that online meetings are not permitted unless authorized in the bylaws.

It may be, however, that a law or executive order in the state where your organization is incorporated which permit meetings of this nature (at least in the present circumstances). That would be something to look into.

Edited January 12, 2021 at 09:49 PM by Josh Martin