Is an agenda required at an annual meeting?

[Marsha Thole]

I asked to see the agenda for the annual meeting of a non-profit association, as none had been sent, even with the notice. This is the response I got from the president:   An agenda for this meeting has not been sent and will not be sent.  This is not typically done for this meeting, as it mostly relates to donation giving, recognition, and elections. 

She only joined the association a year ago, and volunteered to be president for a year (no one knew her, and she is trying to make a name for herself in the community, and not doing that well). I have been with the association for 20+ years, served on the board, and was the one who did the agenda annually. So her statement is false when she says an "agenda is not typically done for this meeting." Unbelievable. Based on her comment, it would appear she should just call it a chapter appreciation lunch, but she added elections (the first under her, as she failed to follow the bylaws to get the other officers elected, and just appointed them with the reason, "we don't have time for an election" (we had 3 months!). Her comment on the required reports was: We really don't need them. Under her and a previous temporary vice president for 2 years, members were never allowed to vote for the officers, despite what the bylaws say. Violating our bylaws is the order of the day with all members of the board. She claims to know Robert's. Right. 

The bylaws are silent on many items, including how far in advance an agenda (for board meetings) is to be published. Questions: Is an annual meeting agenda required? I couldn't find that answer. If so, what is an acceptable time to send it out before an annual meeting?

[Joshua Katz]

On 10/15/2022 at 2:40 PM, Marsha Thole said:

The bylaws are silent on many items, including how far in advance an agenda (for board meetings) is to be published. Questions: Is an annual meeting agenda required? I couldn't find that answer. If so, what is an acceptable time to send it out before an annual meeting?

If the rules in RONR apply, then no, and in fact one could not be sent: a proposed agenda could be sent, but there is no actual agenda until the body that is meeting adopts one. The chair can supply a proposed agenda, but it is the body (the membership, in this case) that makes it official, at the meeting itself. 

[Rob Elsman]

For assemblies that meet regularly at least quarterly, it is not the usually the custom to adopt an agenda for each session; rather, the established order of business is followed, either the standard order of business or a special order of business adopted by the society, RONR (12th ed.) §41.  Nothing in the rules prevents the distribution to all the members the memorandum discussed in RONR (12th ed.) 41:7 for information only.

[Josh Martin]

On 10/15/2022 at 2:40 PM, Marsha Thole said:

Is an annual meeting agenda required?

No, unless required by your organization's rules.

On 10/15/2022 at 2:40 PM, Marsha Thole said:

If so, what is an acceptable time to send it out before an annual meeting?

So far as RONR is concerned, the agenda is adopted at the meeting itself.

RONR has no requirement that a draft agenda be sent out in advance (let alone how far in advance), although the organization can adopt its own rules on this matter if it wishes.

Edited October 16, 2022 at 07:47 PM by Josh Martin

[puzzling]

I am a but puzzling with this, while stricly speaking an agenda is not needed, but assuming this is a once a year meeting a call of the meeting is required (RONR 9:3)

Also for some motions previous notice  is needed. (elections being one of them) 

And if you have to send out the call of the meeting andv  previous notice for the elections,  why not add a provisional agenda or  order of business (RONR 41:5) to it?

But formally an agenda is not needed

[Joshua Katz]

I have no real objections to what puzzling has to say. I see no reason to think this body meets as often as quarterly. As to whether it's a good idea to send a provision agenda, I think it's important to make sure it is labeled as such. It would be helpful to include a little note reminding people that they can amend it when it comes up, and that it is their meeting, not the board's. But it also sounds like there are other issues here, where the president does not want to allow the body to conduct business at its meeting. That will need to be dealt with at the meeting.

[Richard Brown]

Here is the OP's question:

On 10/15/2022 at 2:40 PM, Marsha Thole said:

 Questions: Is an annual meeting agenda required? I couldn't find that answer. If so, what is an acceptable time to send it out before an annual meeting?

The short answer is no, per the rules in RONR an annual meeting agenda is not required, whether sent out in advance or provided at the meeting itself.

Responding to Puzzling, an agenda is definitely not required unless it is required by the organization's own rules.  It is my experience and understanding that agendas distributed in advance are actually not that common for annual meetings.  A "call of the annual meeting" normally IS required and sent, and the call of the meeting can and usually does list those items of business required by the bylaws, such as election of officers, and often other items of business expected to come before the assembly.  There is simply no requirement that an agenda be provided or adopted at all, let alone one sent out in advance.  

As far as previous notice of motions., those can be included in the call of the meeting.

The bottom line is that there is no requirement in RONR for an advance agenda to be distributed.  If this organization's rules require one, then it should be done.  If the custom has been that one is distributed in advance, then I agree that the custom should probably be followed since sending out an advance agenda does not violate a written rule in RONR nor in the organization's rules that we are aware of.

Finally, I agree with Mr. Katz that there are apparently other issues involved that the members will hopefully be able to sort out and resolve.

 

[Atul Kapur]

On 10/16/2022 at 1:14 PM, puzzling said:

Also for some motions previous notice  is needed. (elections being one of them) 

 If the bylaws say that elections will occur at the annual meeting, then do you actually need separate notice for elections? Or can you just send out the call for the annual meeting?

Edited October 16, 2022 at 09:20 PM by Atul Kapur

[Marsha Thole]

On 10/16/2022 at 1:46 PM, Josh Martin said:

No, unless required by your organization's rules.

So far as RONR is concerned, the agenda is adopted at the meeting itself.

RONR has no requirement that a draft agenda be sent out in advance (let alone how far in advance), although the organization can adopt its own rules on this matter if it wishes.

Thanks again, all. I am leaving that organization. Today they held an election at this annual meeting (the only business requiring a vote), and there wasn't even a quorum. The president declared they had a quorum, saying that "anyone attending counted as the quorum." No, that is only true at a convention. She cut me off when I started to explain that the state statutes would apply and allow those there to be a quorum. But...So, I can't convince them that a civil organization follows the law. So, because I have values, I will just not renew this upcoming year. 

[Josh Martin]

On 10/16/2022 at 6:09 PM, Marsha Thole said:

Thanks again, all. I am leaving that organization. Today they held an election at this annual meeting (the only business requiring a vote), and there wasn't even a quorum. The president declared they had a quorum, saying that "anyone attending counted as the quorum." No, that is only true at a convention. She cut me off when I started to explain that the state statutes would apply and allow those there to be a quorum. But...So, I can't convince them that a civil organization follows the law. So, because I have values, I will just not renew this upcoming year. 

I would clarify that it is, in fact, not correct that "anyone attending counted as the quorum" is "only true at a convention" - and in fact, this is generally not true for a convention. The quorum for a convention is a majority of the registered delegates, unless the organization's bylaws or the convention's rules provide otherwise.

The cases in which a quorum is the persons attending is as follows:

• If the organization's bylaws specifically provide that as the quorum.
• In a mass meeting.
• If the organization has no required or effective annual dues and no reliable list of the society's members, and the organization's bylaws do not prescribe a quorum. (Examples of organizations where this provision is frequently applicable include churches and alumni associations.)
   

On 10/16/2022 at 3:14 PM, puzzling said:

I am a but puzzling with this, while stricly speaking an agenda is not needed, but assuming this is a once a year meeting a call of the meeting is required (RONR 9:3)

Certainly, but a call of the meeting can simply consist of the date, time, and location of the meeting, unless there are particular items which must be included in the call for previous notice reasons.

On 10/16/2022 at 3:14 PM, puzzling said:

Also for some motions previous notice  is needed. (elections being one of them) 

And if you have to send out the call of the meeting andv  previous notice for the elections,  why not add a provisional agenda or  order of business (RONR 41:5) to it?

But it is not correct to say categorically that elections require previous notice. Elections for filling a vacancy in an officer position require previous notice, but regular elections do not. (Although it certainly would be courteous to provide such notice.)

Edited October 17, 2022 at 12:00 AM by Josh Martin

[Marsha Thole]

'The cases in which a quorum is the persons attending is as follows:

• If the organization's bylaws specifically provide that as the quorum.
• In a mass meeting.
• If the organization has no required or effective annual dues and no reliable list of the society's members, and the organization's bylaws do not prescribe a quorum. (Examples of organizations where this provision is frequently applicable include churches and alumni associations.)"

Josh, now I am confused. The bylaws have no quorum specified. The definition of a quorum in RONR requires too many people for our non-profit. BUT, the state statutes have a provision that would accommodate our small attendance. I have read RONR 3:4. Our association has specific annual dues. In our case, despite the lack of a specified quorum, the state tells you what to you. So, since there is a way to determine the quorum, via the state law, how do you arrive at the definition of a quorum being those are are attending? (It is late for me, so maybe I am missing something in the reading here.)  

[Alicia Percell, PRP]

I don't believe he was saying that in your organization's situation "anyone attending counted as the quorum." 

I believe he was disagreeing with your prior assertion that "anyone attending counted as the quorum" is "only true at a convention," and he gave three examples of when it is true, none which apply to your situation.

 

[Josh Martin]

On 10/16/2022 at 9:55 PM, Marsha Thole said:

'The cases in which a quorum is the persons attending is as follows:

• If the organization's bylaws specifically provide that as the quorum.
• In a mass meeting.
• If the organization has no required or effective annual dues and no reliable list of the society's members, and the organization's bylaws do not prescribe a quorum. (Examples of organizations where this provision is frequently applicable include churches and alumni associations.)"

Josh, now I am confused. The bylaws have no quorum specified. The definition of a quorum in RONR requires too many people for our non-profit. BUT, the state statutes have a provision that would accommodate our small attendance. I have read RONR 3:4. Our association has specific annual dues. In our case, despite the lack of a specified quorum, the state tells you what to you. So, since there is a way to determine the quorum, via the state law, how do you arrive at the definition of a quorum being those are are attending? (It is late for me, so maybe I am missing something in the reading here.)  

You don't. If your bylaws are silent, but an applicable state law provides the quorum for your organization, then that is the quorum for your organization.

Additionally, based upon the facts presented, it does not appear to me that the quorum for your organization would be the persons attending, even if both your bylaws and state law were silent.

I would note that (although I suppose this is no longer your problem) it may be prudent in the long run for the organization to prescribe a quorum in its bylaws which is suitable for its needs.

"To accomplish their work, voluntary societies that have an enrolled membership generally need a provision in their bylaws establishing a relatively small quorum—considerably less than a majority of all the members. In most such organizations, it is rarely possible to obtain the attendance of a majority of the membership at a meeting. Sometimes the specification of a quorum is based on a percentage of the membership; but such a method has the disadvantage of requiring recomputation and may lead to confusion—for example, when the secretary, or other officer who is in a position to certify as to the current number of members for purposes of the percentage calculation, is absent. There is no single number or percentage of members that will be equally suitable as a quorum in all societies. The quorum should be as large a number of members as can reasonably be depended on to be present at any meeting, except in very bad weather or other exceptionally unfavorable conditions." RONR (12th ed.) 40:3

On 10/17/2022 at 5:09 AM, Alicia Percell, PRP said:

I don't believe he was saying that in your organization's situation "anyone attending counted as the quorum." 

I believe he was disagreeing with your prior assertion that "anyone attending counted as the quorum" is "only true at a convention," and he gave three examples of when it is true, none which apply to your situation.

Yes, this is correct.

Edited October 17, 2022 at 01:27 PM by Josh Martin

[Gary Novosielski]

On 10/16/2022 at 5:19 PM, Atul Kapur said:

 If the bylaws say that elections will occur at the annual meeting, then do you actually need separate notice for elections? Or can you just send out the call for the annual meeting?

The latter.