Board override of President cancelling meeting

[Guest RWB]

I have been tasked with finding out what needs to happen for a Board to override the President/Chair cancelling a scheduled Board meeting.  Can members of the Board call a meeting on their own?   If so, how do they do it within RONR and what is the vote threshold they would have to attain?  How much notice would there need to be? 

The bylaws on the Presidents powers reads "The Chair shall be the Chief Executive Officer of the corporation.  He or she shall preside over all meetings of the Board and membership.  He or she shall have powers and duties of supervision and management usually vested in the office of Chair of the Board of a Corporation."  This is being interpreted that the call for meetings is at the President's discretion.   

As to Board meetings, the Bylaws state "No fewer than four regular meetings of the Board shall be held during each year.  They shall be held upon such dates and at such times and places as the Board sees fit, provided that at least one meeting is held in each calendar quarter."

[Weldon Merritt]

I see nothing in the quoted provisions that would give the president the authority to cancel a scheduled meeting. So there is no need to "override" the president; all that is necessary is  for a quorum to so up at the schedule time and location, elect a chair pro tem if necessary, and conduct the meeting. Of course, it may be prudent to let the members know that the meeting will take place anyway, notwithstanding the president's invalid attempt to cancel it.

[Guest RWB]

If the shoe were on the other foot, what would the President need to do to cancel a meeting within RONR guidelines?  

[George Mervosh]

On 1/13/2022 at 10:10 PM, Guest RWB said:

As to Board meetings, the Bylaws state "No fewer than four regular meetings of the Board shall be held during each year.  They shall be held upon such dates and at such times and places as the Board sees fit, provided that at least one meeting is held in each calendar quarter."

 

On 1/14/2022 at 11:53 AM, Guest RWB said:

If the shoe were on the other foot, what would the President need to do to cancel a meeting within RONR guidelines?  

As Mr. Merritt has already noted, based on the facts in your initial post, there is nothing in RONR that would grant him any authority to cancel a meeting.

[Guest RWB]

Then how could a meeting be cancelled within RONR guidelines?

[George Mervosh]

On 1/14/2022 at 12:47 PM, Guest RWB said:

Then how could a meeting be cancelled within RONR guidelines?

It seems in your case the board sets the dates.  If so, only the board itself many cancel a meeting.  Of course that action must be taken at a regular or properly called meeting of the board.  

If the board's object is to delay the meeting in question for a short time, a couple of members could show up at the day, time and place previously established, open the meeting and adopt a motion to Fix The Time To Which To Adjourn  (RONR §22).  As an alternative, the bylaws could be amended to provide authorization to cancel a meeting and provide the method for doing so.

[Weldon Merritt]

On 1/14/2022 at 11:19 AM, George Mervosh said:

If the board's object is to delay the meeting in question for a short time, a couple of members could show up at the day, time and place previously established, open the meeting and adopt a motion to Fix The Time To Which To Adjourn  (RONR §22).  As an alternative, the bylaws could be amended to provide authorization to cancel a meeting and provide the method for doing so.

Also, if there if the reason for wanting to "cancel" the meeting is that the board anticipates having no business to conduct, a couple of members could show up, convene the meeting, and then immediately adjourn it. But if a quorum shows up anyway, and the motion to adjourn, they can go ahead and conduct business anyway,

[Richard Brown]

On 1/14/2022 at 10:24 PM, Weldon Merritt said:

But if a quorum shows up anyway, and the motion to adjourn, they can go ahead and conduct business anyway,

Weldon, I don't think your sentence immediately above says exactly what you intended to say.  Did you perhaps intend to say: "But if a quorum shows up anyway, and the motion to adjourn, is defeated, they can go ahead and conduct business anyway"?

[Weldon Merritt]

On 1/15/2022 at 6:31 AM, Richard Brown said:

Weldon, I don't think your sentence immediately above says exactly what you intended to say.  Did you perhaps intend to say: "But if a quorum shows up anyway, and the motion to adjourn, is defeated, they can go ahead and conduct business anyway"?

Yes, that is what I meant to say. And I would swear that's what I typed. I don't know what happened to "is defeated."

[Bruce Lages]

On 1/13/2022 at 10:10 PM, Guest RWB said:

The bylaws on the Presidents powers reads "The Chair shall be the Chief Executive Officer of the corporation.  He or she shall preside over all meetings of the Board and membership.  He or she shall have powers and duties of supervision and management usually vested in the office of Chair of the Board of a Corporation."  This is being interpreted that the call for meetings is at the President's discretion.

According to this statement, this board has, via an incorrect interpretation of its bylaw, allowed its meetings to be scheduled at the call of the chair. While scheduling meetings at the call of the chair is clearly recognized in RONR, there doesn't seem to be any indication as to whether that procedure includes the ability of the chair to cancel or re-schedule a previously-called meeting. Is there any text in RONR that speaks to that?

[Weldon Merritt]

On 1/15/2022 at 12:57 PM, Bruce Lages said:

Is there any text in RONR that speaks to that?

I don't have the citation, but the default rule is that except for the duty of presiding at meetings, that the president has only those powers provided in the bylaws. If the power to cancel a meeting isn't there, he doesn't have it,

[Bruce Lages]

But consider a properly-granted power to meet at the call of the chair as described in RONR. Does that power include the ability to cancel or reschedule a previously-called meeting? If a board sets its meeting times via resolution, that resolution can be amended or rescinded, albeit necessarily at a meeting. Meeting at the call of the chair does not involve a meeting requirement for setting meeting times, so can the chair amend or rescind his call, as long as adequate notice is given?

[Shmuel Gerber]

On 1/15/2022 at 3:16 PM, Bruce Lages said:

But consider a properly-granted power to meet at the call of the chair as described in RONR. Does that power include the ability to cancel or reschedule a previously-called meeting? If a board sets its meeting times via resolution, that resolution can be amended or rescinded, albeit necessarily at a meeting. Meeting at the call of the chair does not involve a meeting requirement for setting meeting times, so can the chair amend or rescind his call, as long as adequate notice is given?

I am not aware of any provision in RONR that would allow "uncalling" a meeting that has already been properly called. 

[Dan Honemann]

On 1/15/2022 at 9:30 PM, Shmuel Gerber said:

I am not aware of any provision in RONR that would allow "uncalling" a meeting that has already been properly called. 

Neither am I, and perhaps it is best to say that it can't be done. But a confession is in order.

Three months ago, in another thread, I posted the following:

"RONR does grant the chairman of a committee the authority to call meetings (50:21-22), and a meeting can be adjourned to meet again at the call of the chair (22:8).  Although RONR doesn't say so, I would think that, in these instances, the chair would have the right to cancel any meeting called by him or her provided that reasonable notice of the cancellation is given to all members. 

"But I'm open to different opinions."

Not much discussion of this question ensued because the facts subsequently provided by the OP, although fuzzy, indicated the inapplicability of the  referenced provisions in RONR.

 

[Shmuel Gerber]

On 1/16/2022 at 6:11 AM, Dan Honemann said:

Neither am I, and perhaps it is best to say that it can't be done. But a confession is in order.

Three months ago, in another thread, I posted the following:

"RONR does grant the chairman of a committee the authority to call meetings (50:21-22), and a meeting can be adjourned to meet again at the call of the chair (22:8).  Although RONR doesn't say so, I would think that, in these instances, the chair would have the right to cancel any meeting called by him or her provided that reasonable notice of the cancellation is given to all members. 

"But I'm open to different opinions."

Not much discussion of this question ensued because the facts subsequently provided by the OP, although fuzzy, indicated the inapplicability of the  referenced provisions in RONR.

 

I thought the priests take confessions, but I see that in parliamentary law they make them too. 🙂

[Guest Jimm]

On 1/16/2022 at 6:11 AM, Dan Honemann said:

Neither am I, and perhaps it is best to say that it can't be done. But a confession is in order.

Three months ago, in another thread, I posted the following:

"RONR does grant the chairman of a committee the authority to call meetings (50:21-22), and a meeting can be adjourned to meet again at the call of the chair (22:8).  Although RONR doesn't say so, I would think that, in these instances, the chair would have the right to cancel any meeting called by him or her provided that reasonable notice of the cancellation is given to all members. 

"But I'm open to different opinions."

Not much discussion of this question ensued because the facts subsequently provided by the OP, although fuzzy, indicated the inapplicability of the  referenced provisions in RONR.

 

".... the chairman of a committee...."

A committee meeting is not the same thing as a Board Meeting or General Membership Meeting!

So, I don't see any flip-flop in your previous position as it relates to this one 😉

 

Jimm

[Bruce Lages]

RONR does not limit meeting at the call of the chair to committees, however. See, for example 21:9.

[Guest RWB]

What role if any would precedent play in this.  This is a small Board of 10-12 people that has operated for over 20 years with the Chair handling the scheduling and agenda outline of Board meetings.   No question on the validity of this process has ever arisen before now.  

[Gary Novosielski]

On 1/16/2022 at 2:43 PM, Bruce Lages said:

RONR does not limit meeting at the call of the chair to committees, however. See, for example 21:9.

True, but there are enough differences between meetings of a committee and an assembly, such as the rule that two members may call a meeting if the chair fails to do so, that other distinguishing specifics should not be surprising.

I concur with the two authorship team members that unless the cancelling of a properly called meeting is an enumerated power of the chair, then it can't properly occur.

[Josh Martin]

On 1/17/2022 at 12:20 PM, Guest RWB said:

What role if any would precedent play in this.  This is a small Board of 10-12 people that has operated for over 20 years with the Chair handling the scheduling and agenda outline of Board meetings.   No question on the validity of this process has ever arisen before now.  

"Precedent" in parliamentary law refers to a ruling of the chair on a Point of Order and any subsequent appeal from the chair's ruling. The fact that something simply has been done a particular way in the past is a "custom." Either of these may well be cited as persuasive if there is a disagreement in this matter (the former more than the latter). Ultimately, however, the assembly's written rules take precedence over the customs and precedents of the society if there is a conflict, no matter how longstanding those customs may be. On the other hand, if the rules are ambiguous, the customs and precedents may be of assistance in resolving that ambiguity.

There is no doubt whatsoever that RONR does not authorize the chair to cancel a board meeting. As to whether it is correct that your organization's bylaws grant the chair that authority, it is ultimately up to the society itself to decide that question, but based upon the facts presented, I concur with my colleagues that the cited language does not grant such authority.

[Caryn Ann Harlos]

Okay tell me to start a new thread if this is too far afield, but what IF the bylaws only grant the chair the ability to call a meeting and say there must be a certain minimum number of meetings per year but the chair refuses to call a meeting?

[Josh Martin]

On 1/19/2022 at 4:55 PM, Caryn Ann Harlos said:

Okay tell me to start a new thread if this is too far afield, but what IF the bylaws only grant the chair the ability to call a meeting and say there must be a certain minimum number of meetings per year but the chair refuses to call a meeting?

If the bylaws provide, for example, "Regular meetings of the Executive Board shall be held at least four times per year, at the call of the President," and provides nothing further regarding meetings of the board, then it would seem to me that if the President refuses to call a board meeting, the board will be unable to meet.

It may be there is a solution to such a problem in applicable law, and it may be prudent to consult an attorney in such a situation.

[J. J.]

On 1/16/2022 at 6:11 AM, Dan Honemann said:

Neither am I, and perhaps it is best to say that it can't be done. But a confession is in order.

Three months ago, in another thread, I posted the following:

"RONR does grant the chairman of a committee the authority to call meetings (50:21-22), and a meeting can be adjourned to meet again at the call of the chair (22:8).  Although RONR doesn't say so, I would think that, in these instances, the chair would have the right to cancel any meeting called by him or her provided that reasonable notice of the cancellation is given to all members. 

"But I'm open to different opinions."

Not much discussion of this question ensued because the facts subsequently provided by the OP, although fuzzy, indicated the inapplicability of the  referenced provisions in RONR.

 

I would opine that the authority to do something implies the authority not to do that particular thing.  //content.invisioncic.com/r127373/emoticons/default_smile.png

If that authority could only be exercised with a specific number of days notice, that authority could only be ended with the same notice. 

[Dan Honemann]

On 1/20/2022 at 1:05 PM, J. J. said:

I would opine that the authority to do something implies the authority not to do that particular thing. 

What do you mean by this? RONR (12th ed.) grants the chairman of a committee the authority to call meetings by saying that he "should" do so (50:21-22). This is not at all the same thing as authorizing him not to do so. 

On 1/20/2022 at 1:05 PM, J. J. said:

If that authority could only be exercised with a specific number of days notice, that authority could only be ended with the same notice. 

RONR tells us that It is the responsibility of the person or persons calling a committee meeting to ensure that reasonable notice of its time and place is sent to every committee member. This is why I said that, in the instances referred to in 50:21-22, I thought that the chair would have the right to cancel any meeting called by him or her provided that reasonable notice of the cancellation is given to all members. 

But it remains an open question as to whether or not a properly called meeting can be cancelled at all. My distinguished colleague has pointed out that no provision in RONR allows for "uncalling" a meeting that has already been properly called, and it may well be that it is correct to say that it can't be done.  

 

[Rob Elsman]

If I have all the relevant facts in hand, I would opine that the bylaws of this organization do not allow for special meetings of the board at all, applying principle of interpretation number 4 in RONR (12th ed.) 56:68.  In Article VI, Section 3 of the sample bylaws, RONR (12th ed.) 56:64, the president or any three members of the executive board are specifically authorized to call special meetings of the board in addition to the regularly scheduled meetings.  Without such a similar provision, I would submit that special meetings of the executive board are not allowed.

It should be noted, as I suspect, that there may be additional relevant facts not offered; and, that my response could be radically different if such relevant facts were brought forward.