Cancelling Meetings of the Board

[Tomm]

If the bylaws state that the board will generally meet twice a month, is this a rule that can be suspended so that the board could instead only meet once a month for perhaps the next three month time span? 

Is this considered a Rule of Order that can be suspended with a 2/3rd's or majority of the entire membership vote?

[Josh Martin]

On 3/9/2022 at 5:39 PM, Tomm said:

If the bylaws state that the board will generally meet twice a month, is this a rule that can be suspended so that the board could instead only meet once a month for perhaps the next three month time span? 

Is this considered a Rule of Order that can be suspended with a 2/3rd's or majority of the entire membership vote?

Rules of this nature are not rules of order and cannot be suspended, unless the rule so provides. The rule also cannot be suspended (unless the rule so provides) because rules having effect outside of the current meeting cannot be suspended. Additionally, it should be noted that a majority of the entire membership is not a permissible alternative for a motion to Suspend the Rules. So if the word "generally" wasn't there, the answer would be a clear "No."

If the rule does indeed say that the board will generally meet twice a month, however, that seems to complicate things. Such a statement seems to imply that the board may, in certain cases, meet less than twice a month. So it may well be that the board can determine to change its meeting schedule in particular cases, and this may not even require a suspension of the rules.

It would be preferable if the rule more clearly defined how this determination would be made. Often such rules will say something like "The board will meet on the first and third Wednesday of each month, unless otherwise ordered by the board in a particular case."

Edited March 10, 2022 at 12:53 AM by Josh Martin

[Tomm]

On 3/9/2022 at 5:51 PM, Josh Martin said:

If the rule does indeed say that the board will generally meet twice a month, however, that seems to complicate things.

That's exactly what the bylaws say: "Meetings of the Board shall be held on the days and times as designated by the Board. The President, Vice-President or his/her appointee shall preside at all meetings. Six (6) Board of Directors shall constitute a quorum. Robert’s Rules of Order shall govern procedure at all meetings of the Corporation provided they are consistent with the laws of the State of Arizona and the Corporate Documents. A Parliamentarian may be present at Board meetings at the discretion of the President...Board meetings will generally be held on the second Monday and last Thursday of the month at 9am in the Sundial Auditorium, except the months of July and August when no Board meetings are held. Board meetings may occur earlier in the month during November and December due to the holidays."

Some board members want, on a 3 month trial bases, to replace one board meeting a month with an informal meeting with the general Membership to hear their suggestions or complaints.

There's an argument among the board members. Some want to actually amend the Bylaws and others just want to try it on trial basis first. Is there a motion that can be made to accommodate the later?

[Josh Martin]

On 3/9/2022 at 7:28 PM, Tomm said:

Some board members want, on a 3 month trial bases, to replace one board meeting a month with an informal meeting with the general Membership to hear their suggestions or complaints.

There's an argument among the board members. Some want to actually amend the Bylaws and others just want to try it on trial basis first. Is there a motion that can be made to accommodate the later?

I think certainly a reasonable interpretation of the wording in the bylaws is that the "generally" language permits flexibility in this regard. If that is correct, I think this would be an ordinary main motion.

Further, I would note that if the desire is "to replace one board meeting a month with an informal meeting with the general Membership to hear their suggestions or complaints," this could be accomplished fairly easily with a simple workaround even if there was no flexibility in this regard. Just have the board members show up, call the meeting to order, and immediately adjourn it and then proceed to the informal meeting with the general membership. So long as a meeting is called to order, this satisfies a requirement in the bylaws that the meeting be held. The assembly doesn't actually have to do anything at the meeting or even have a quorum present.

Edited March 10, 2022 at 03:34 AM by Josh Martin

[Gary Novosielski]

On 3/9/2022 at 6:39 PM, Tomm said:

If the bylaws state that the board will generally meet twice a month, is this a rule that can be suspended so that the board could instead only meet once a month for perhaps the next three month time span? 

Is this considered a Rule of Order that can be suspended with a 2/3rd's or majority of the entire membership vote?

Do the bylaws actually say "generally"?   If so, I'd say that was an opportunity for interpretation.  But I've never seen it in the wild.

But if the bylaws say the board shall meet twice a month, then that rule cannot be suspended.

[Tomm]

They most definitely say "generally"

See above#

[Gary Novosielski]

On 3/10/2022 at 8:00 PM, Tomm said:

They most definitely say "generally"

See above#

Ah yes.  I must have hit PageDown with my elbow and missed some posts.  🙂

[Shmuel Gerber]

On 3/9/2022 at 8:28 PM, Tomm said:

Six (6) Board of Directors shall constitute a quorum.

I've often seen questions on the forum referring to a director as a "board of director", but I still can't wrap my mind around how anyone who speaks English could make that mistake.

[Atul Kapur]

Unfortunately, bylaws are often written in Legalese.

[Gary Novosielski]

On 3/11/2022 at 12:59 AM, Shmuel Gerber said:

I've often seen questions on the forum referring to a director as a "board of director", but I still can't wrap my mind around how anyone who speaks English could make that mistake.

Perhaps not, but it's easy to see how it would be difficult to amend, given the 600% quorum requirement. 🙂

[Tomm]

Not understanding where the 600% came from? Do you perhaps mean 60%?

[Gary Novosielski]

On 3/11/2022 at 11:09 AM, Tomm said:

Not understanding where the 600% came from? Do you perhaps mean 60%?

No, if the quorum requirement were six (6) Boards of Directors, then one (1) board would be 100%, and you'd need five (5) more boards to constitute a quorum.

Edited March 11, 2022 at 04:14 PM by Gary Novosielski
Add parenthesized numbers for comic effect.

[Tomm]

Got it 😉,... should be Directors of the Board!

[Dan Honemann]

On 3/11/2022 at 10:08 AM, Atul Kapur said:

Unfortunately, bylaws are often written in Legalese.

Perhaps so, but I don't think that "board of director" is legalese.

[Gary Novosielski]

On 3/11/2022 at 11:14 AM, Dan Honemann said:

Perhaps so, but I don't think that "board of director" is legalese.

Neither is an exaltation of larks, or a murder of crows, but a committee of vultures is close to being germane, at least.