Postponing till a later date / what continues, what doesn't?

[R.W.]

I'm trying to wrap my head around something and want to do things in a proper way.

Our annual congregational meeting is on sunday afternoon.  Last night I had a couple of bizarre requests dropped into my lap by council.  The one I  want to write about here is postponing part of the meeting to allow folks to study the financials, which will only be ready at the very last minute.  My qns are about how to handle the postponed part of the meeting.

Our bylaws state that:
-- two of the purposes of the annual meeting is "considering and making a decision on the draft annual budget" and to elect new officers
-- elected officials hold office "from the moment immediately following the adjournment of the meeting at which he or she was elected .... until the next Congregational Meeting at which [title is] appointed or elected. "  In particular the Secretary of the Congregation "holds office until the next annual meeting."
-- there is no provision in the bylaws for breaking the annual meeting into two parts
-- notice of a cong meeting requires a minimum of two full Sundays prior to the meeting.  Council wants to have the financial discussion the following Sunday.  Some feel that announcing from the pulpit is sufficient, I prefer a more thorough approach with a packet (cover letter, agenda, supporting documents, etc.) by email or postal mail.

In the agenda I have already sent out, financials are about 2/3 of the way in (estimated: 30 minutes), followed by a motion re auditors, then elections, then a second motion suggested earlier, then motions from the floor.  (My time estimate not including a break is 3 hours 42 minutes and there is now another meeting booked into the space at 3 hours 30 minutes.  There are required elements that need to take place, and I encourage folks to speak up and interact. Time estimates are not circulated to the masses.)

Here are my questions:
-- There is currently no date/time for the postponed part of the meeting. I anticipate squabbles about who can and cannot attend on a proposed date.  Can I ask a select few (e.g. finance, tech, social events, etc.) to put their heads together for 5 minutes (either immediately before the meeting or at the financial section) and agree on a date for all of us?
-- Can changes be made the the agenda of the postponed section?  If this postponement goes ahead I want to postpone just the financial discussion and [attempt to] finish the rest of the meeting.  I object to breaking up the meeting into two parts simply because "it's too long".
-- Do I need to read minutes when we reconvene?  For the entire meeting or just for the financial section?
-- Do last year's elected officials still hold office till the end of the postponed period?  In particular for two roles:  Director of finance (no one nominated for next year) and secretary of the congregation (new person acclaimed at the moment).  Currently I seem to be continuing as chair of cong.
-- If the motion to postpone is lost, does that mean we must  move to approve the budget then and there?

I am anticipating several meltdowns especially by the current secretary of the cong, who apparently had never taken minutes until 3 weeks ago and has been trying to redefine her responsibilities on the fly.  (example:  insisting that taking attendance is not part of minutes)

Your kind thoughts are much appreciated.  I feel manipulated. 

Edited March 10, 2023 at 01:43 PM by R.W.
1) proposed date of postponement 2) consequence of not postponing

[Josh Martin]

On 3/10/2023 at 5:36 AM, R.W. said:

The one I  want to write about here is postponing part of the meeting to allow folks to study the financials, which will only be ready at the very last minute.  My qns are about how to handle the postponed part of the meeting.

I would first note for clarity that "postpone" is used in reference to a motion or item of business. The proper motion to delay a meeting or portion thereof is a qualified motion to adjourn, such as "I move to adjourn the meeting until tomorrow at 5 PM" or "I move to adjourn the meeting to the call of the chair." (Alternately, this might be done by combination of an unqualified motion to Adjourn and a motion to Fix the Time to Which to Adjourn, depending on the current situation.)

This "second part" of a meeting is called an "adjourned meeting" in RONR. See RONR (12th ed.) 9:17-19.

On 3/10/2023 at 5:36 AM, R.W. said:

-- there is no provision in the bylaws for breaking the annual meeting into two parts

Notwithstanding this, unless there is some rule in the bylaws which prohibits this, it certainly may be done. Rules concerning this matter are found in RONR (12th ed.) Sections 21 and 22.

On 3/10/2023 at 5:36 AM, R.W. said:

-- notice of a cong meeting requires a minimum of two full Sundays prior to the meeting.  Council wants to have the financial discussion the following Sunday.  Some feel that announcing from the pulpit is sufficient, I prefer a more thorough approach with a packet (cover letter, agenda, supporting documents, etc.) by email or postal mail.

Notice is not required for an adjourned meeting, so members are technically correct that "announcing from the pulpit is sufficient." Notwithstanding this, it is still courteous and generally advisable to provide notice, and certainly there is no rule which prohibits providing notice. So if you "prefer a more thorough approach with a packet (cover letter, agenda, supporting documents, etc.) by email or postal mail," nothing would prevent this. Because such notice is not required, such notice could be given with less than the usual two weeks of notice.

On 3/10/2023 at 5:36 AM, R.W. said:

There is currently no date/time for the postponed part of the meeting.

The date/time is ultimately at the assembly's discretion. It may be specified in the motion to Adjourn (or the motion to Fix the Time to Which to Adjourn), or the assembly may adopt a motion to adjourn "until the call of the chair," if it is desired to delegate such decisions to the chair.

On 3/10/2023 at 5:36 AM, R.W. said:

Can I ask a select few (e.g. finance, tech, social events, etc.) to put their heads together for 5 minutes (either immediately before the meeting or at the financial section) and agree on a date for all of us?

No rule would prevent this, and it seems like a very good idea. To be clear, this proposal is not binding upon the assembly. It is still up to the assembly, by majority vote, to determine these matters. But having a proposal as a starting point rather than a free for all will likely be helpful for the assembly.

On 3/10/2023 at 5:36 AM, R.W. said:

Can changes be made the the agenda of the postponed section?

Yes. Because the agenda for the session has already been adopted, such motions will require a 2/3 vote, a vote of a majority of the entire membership, or a majority vote with previous notice. But it can be done.

On 3/10/2023 at 5:36 AM, R.W. said:

If this postponement goes ahead I want to postpone just the financial discussion and [attempt to] finish the rest of the meeting.

Understood. In that case, I think Fix the Time to Which to Adjourn would be the best tool. I would proceed as follows:

• When the financial discussion is reached on the agenda, a member should make a motion "That when the meeting adjourns, it adjourn to meet here next [DATE] at [TIME]." OR "That on adjournment, the meeting adjourn to meet at the call of the chair.”
• If this motion is adopted, a member can then move "To postpone the financial discussion to the adjourned meeting."
• The assembly can then proceed with the rest of the meeting.

On 3/10/2023 at 5:36 AM, R.W. said:

I object to breaking up the meeting into two parts simply because "it's too long".

I understand. To be clear, this is ultimately at the assembly's discretion. But to the extent the assembly agrees with you, I suggest the procedures above.

On 3/10/2023 at 5:36 AM, R.W. said:

-- Do I need to read minutes when we reconvene?  For the entire meeting or just for the financial section?

Yes, the minutes should be read and approved for the entire meeting at the start of the adjourned meeting. I think the minutes would not include the financial section, since that hasn't happened yet.

When the next meeting happens, then the minutes of the financial section would be read and approved.

I would also note that the reading of the minutes may be waived if they have been distributed in advance and no members objects, and that it is the Secretary, not the chair, who reads the minutes.

On 3/10/2023 at 5:36 AM, R.W. said:

Do last year's elected officials still hold office till the end of the postponed period?

This will ultimately be a question for the society to interpret, but in my view, yes. You say that your bylaws provide that officers serve "from the moment immediately following the adjournment of the meeting at which he or she was elected .... until the next Congregational Meeting at which [title is] appointed or elected."

Most assemblies, however, do not really distinguish between the terms "meeting" and "session" (a series of one or more connected meetings). An adjourned meeting is a continuation of the same session. RONR provides that, generally speaking, references to a "meeting" in the bylaws should generally be understood to mean "session." So that would suggest officers would continue to serve until the adjournment of the adjourned meeting.

"When common expressions such as “regular [or “stated”] meeting,” “special [or “called”] meeting,” and “annual meeting” (see below) are used in the bylaws, rules, or resolutions adopted by an organization, the word meeting is understood to mean session in the parliamentary sense, and therefore covers all adjourned meetings." RONR (12th ed.) 9:18

On 3/10/2023 at 5:36 AM, R.W. said:

In particular for two roles:  Director of finance (no one nominated for next year) and secretary of the congregation (new person acclaimed at the moment). 

I would add that in the case of the Director of Finance, that person may remain in office even beyond the adjourned meeting (assuming the person is amenable to this), depending on whether your bylaws provide that officers serve "until their successors are elected."

In any event, based upon the rules above, it would certainly seem these officers will remain in office until the completion of the adjourned meeting.

On 3/10/2023 at 5:36 AM, R.W. said:

If the motion to postpone is lost, does that mean we must  move to approve the budget then and there?

Conceivably, other motions could be made to try to delay the approval of the budget. But ultimately, if motions to delay this matter are defeated, yes, the assembly would vote on the budget. I would also note, of course, that debate and amendments are in order prior to the vote.

On 3/10/2023 at 5:36 AM, R.W. said:

I am anticipating several meltdowns especially by the current secretary of the cong, who apparently had never taken minutes until 3 weeks ago

The society may wish to consider in the future electing a Secretary who has some experience with the duties of the position.

In the event that there is a concern as to whether the Secretary is willing or able to perform these duties for this meeting, the assembly may elect a Secretary Pro Tempore to serve in the role for a particular meeting (or session). This may be done by a majority vote if the Secretary is willing, or a 2/3 vote if the Secretary is unwilling. The society could, for instance, elect the person who has been newly elected to serve as Secretary to serve as Secretary Pro Tempore for the adjourned meeting.

On 3/10/2023 at 5:36 AM, R.W. said:

(example:  insisting that taking attendance is not part of minutes)

Actually, the Secretary is correct on that point, unless something in your organization's rules provide otherwise. RONR requires that the minutes include "the fact that the regular chairman and secretary were present or, in their absence, the names of the persons who substituted for them," (RONR (12th ed.) 48:4(4)), but does not otherwise require that attendance be recorded in the minutes.

Edited March 10, 2023 at 03:19 PM by Josh Martin