Changing date of annual meeting

[Marlene41]

Circumstance will most likely force our association to hold its Annual Meeting outside the parameter of dates that our Constitution requires. My suggestion is to call a special meeting (electronic, which our bylaws allow) for the sole purpose of setting a different date for this specific annual meeting. Is this appropriate way to do it?

Thanks!

[Bruce Lages]

If your constitution sets the date, or a range of dates, for your annual meeting, and doesn't provide for suspending that requirement, then the only way to go outside that range of dates is to amend the constitution. What you can do, however, is to provide notice for a meeting on a date that satisfies the constitutional requirement, and then arrange for a small group of members to meet on that date and immediately adjourn the meeting to a more suitable date. That is one of the few actions that can be taken in the absence of a quorum - the motion is called fix the time to which to adjourn (RONR 12th ed. Section 22). You could even alert the membership ahead of time that this what you will do so that they are aware that a different date will be set for your annual meeting.

[Richard Brown]

On 8/17/2022 at 11:09 AM, Marlene41 said:

Circumstance will most likely force our association to hold its Annual Meeting outside the parameter of dates that our Constitution requires. My suggestion is to call a special meeting (electronic, which our bylaws allow) for the sole purpose of setting a different date for this specific annual meeting. Is this appropriate way to do it?

Thanks!

What exactly does your constitution say about the date of the annual meeting? Please quote the provision exactly if you can.

if the constitution does  not specify a specific date,  Who has the authority to set the date time and place for the annual meeting? Your board of Directors? The president?

A little more information will help us to advise you.

[Marlene41]

Thanks.

Another RRA member provided a solution that may cover this situation, but here are the provisions:

Constitution:

"Section 2

"The regular Annual Meeting of ... shall take place between May 1 and September 1 each year on a day designated by the National President and at a location determined by the National Council. In addition, there shall be one or more additional meetings, the date and place of which shall be designated by the National President.

"SECTION 3

"Special and emergency meetings of the National Council may be summoned by the National President … [list of officers qualified to call special meetings], whenever special or emergency events warrant or necessitate such a convening … ."

The Bylaws provide permission & procedure for electronic meetings.

 

[Marlene41]

On 8/17/2022 at 12:19 PM, Bruce Lages said:

If your constitution sets the date, or a range of dates, for your annual meeting, and doesn't provide for suspending that requirement, then the only way to go outside that range of dates is to amend the constitution. What you can do, however, is to provide notice for a meeting on a date that satisfies the constitutional requirement, and then arrange for a small group of members to meet on that date and immediately adjourn the meeting to a more suitable date. That is one of the few actions that can be taken in the absence of a quorum - the motion is called fix the time to which to adjourn (RONR 12th ed. Section 22). You could even alert the membership ahead of time that this what you will do so that they are aware that a different date will be set for your annual meeting.

We had a more flexible date range & amended the constitution to specific dates, never anticipating this situation ... but of course, here it is. This can be done by our executive board & is much easier than calling the entire council to vote.

Thanks!

[Richard Brown]

@Marlene41, based on the additional information you provided, I am assuming that there is insufficient time to give proper notice in order to hold the annual meeting by September 1.  

Regardless, since your constitution gives the president the authority to set the date of the annual meeting and the National Council the authority to set the location, my suggestion is that the president and national council set the annual meeting for a date as soon as practicable after September 1.  

Missing the specified deadline for the annual meeting does not normally cause any great harm and certainly does not cause the organization to cease to exist! You just simply have the annual meeting as soon as you can.

In the alternative, you can follow the suggestion made by Bruce Lages to set the convention for a date within the specified window and have just a few members show up and set an adjourned meeting for a date that is more practical.

 

[Marlene41]

Hi -

I'm sorry that I left out an important piece of information: the questionable date happens in 2024; the meeting is tied to a major convention. We need plenty of time to plan, call & adjourn the meeting because dates are set well in advance.

The earliest we can propose a constitutional amendment would be at the 2023 annual meeting - but the date for the 2024 meeting will already have been set because of the convention.
Thanks for your help.

[Josh Martin]

On 8/17/2022 at 1:15 PM, Marlene41 said:

I'm sorry that I left out an important piece of information: the questionable date happens in 2024; the meeting is tied to a major convention. We need plenty of time to plan, call & adjourn the meeting because dates are set well in advance.

The earliest we can propose a constitutional amendment would be at the 2023 annual meeting - but the date for the 2024 meeting will already have been set because of the convention.

This is indeed an important piece of information and makes things much more workable. Based on these facts, I would propose the following course of action:

• When you establish the date for the 2024 annual meeting, I would actually adopt two dates - one date which is within the range permitted in the constitution (as a "backup plan"), and the date that you really want.
• At the 2023 annual meeting, (hopefully) amend the constitution to provide even more flexibility regarding the dates when the annual meeting can be held.
• As you propose, hold a special meeting following the 2023 convention to handle any additional details that need to be resolved regarding the 2024 annual meeting.

[Richard Brown]

On 8/17/2022 at 2:36 PM, Josh Martin said:

When you establish the date for the 2024 annual meeting, I would actually adopt two dates - one date which is within the range permitted in the constitution (as a "backup plan"), and the date that you really want.

 I question how the assembly could legitimately set two conflicting dates for the 2024 annual meeting.   Wouldn’t the second of these motions be out of order as conflicting with a motion previously adopted and still in effect as per the provisions of 10:26 (4)?

[Josh Martin]

On 8/17/2022 at 3:04 PM, Richard Brown said:

 I question how the assembly could legitimately set two conflicting dates for the 2024 annual meeting.   Wouldn’t the second of these motions be out of order as conflicting with a motion previously adopted and still in effect as per the provisions of 10:26 (4)?

I would think the motion might be worded something like this:

"That the date of the annual meeting shall be August 3, 2022; except that if the bylaws are amended to permit the annual meeting to be held on September 3, then the annual meeting shall be held on September 3."

[Richard Brown]

On 8/17/2022 at 3:21 PM, Josh Martin said:

I would think the motion might be worded something like this:

"That the date of the annual meeting shall be August 3, 2022; except that if the bylaws are amended to permit the annual meeting to be held on September 3, then the annual meeting shall be held on September 3."

I agree that the language you suggested seems permissible.

[Richard Brown]

It might be worth keeping in mind that the constitution appears to give the president the sole authority to set the date of the annual meeting and the national council the sole authority to set the location, so there might TECHNICALLY be a question whether the general membership (or the national council) can set both the date and location of the annual meeting absent a bylaws amendment.  

Here is what the provision says according to the original poster:  “The regular Annual Meeting of ... shall take place between May 1 and September 1 each year on a day designated by the National President and at a location determined by the National Council.”

 As a practical matter, I don’t see a problem with the procedure suggested by Mr. Martin, especially if the president expressly consents to the date and the national council expressly consents to the location.

[Marlene41]

Thanks. This is an international organization based in the U.S. Meetings are set months - sometimes a year or more - in advance. We may give preference to each current president, but dates & locations are joint decisions; we couldn't operate, otherwise. The problem regarding the 2024 annual meeting may be resolved because the planners have found a way to schedule the annual meeting within the time frame allowed, without having to hold and then adjourn to a later date.

Thanks for your responses. This forum has always been very helpful!

[Marlene41]

Thanks for all your suggestion.

My association had experience in holding an adjourned annual meeting in 2020, when COVID disrupted the world. You might be interested in reading about how we handled that situation, including holding our first electronic meeting - new territory for many organizations.  Or you can just scroll by.

The meeting was originally set for 5/6/20 in Canada, but most of the world was in a COVID lockdown. Still, we had set the date the year before. Plus, we had to announce the winners of the election of the 2020-22 officers. So, we sent out the meeting notices and planned first Zoom council meeting. Luckily, the president was familiar with & new how to use the platform.

He called the meeting to order and went through the opening ritual, after which he asked for the results of the election. After they were announced and accepted, we adjourned the meeting to 8/15/20 , knowing that the location was tentative, & we'd probably have another Zoom meeting, which we did.

On 8/15/20, the same president called the Zoom meeting to order. He continued with some ritual, and the minutes of the previous general meeting were approved. The new officers were then installed, & the newly-installed president took over the meeting. As National Secretary, I compile a book of reports prior to each meeting, which is considered part of the official record. For the 2020 annual meeting, the written and oral reports covered the period up to 5/6/20; i.e., from previous officer and committee chairs.

Things went smoothly, but we had a major glitch: our bylaws had no provision for electronic meetings. We knew we were out of compliance with RR, but we had no choice but to hold an electronic meeting. I worked on and proposed an amendment, which passed on 8/15/20. The amendment has served us well, and we've transitioned to hybrid meetings seamlessly.  But I prefer in-person meeting.

[Josh Martin]

On 8/17/2022 at 5:31 PM, Marlene41 said:

Thanks. This is an international organization based in the U.S. Meetings are set months - sometimes a year or more - in advance. We may give preference to each current president, but dates & locations are joint decisions; we couldn't operate, otherwise.

Since you'll be amending the constitution anyway, perhaps it would be prudent to amend those rules to reflect that. So long as the President and the National Council are on the same page, there is no issue, but if a situation arises in the future where there is conflict regarding this matter, it poses a potential problem.