No Approved Bylaws yet; can group meet and make decision outside of regularly scheduled meeting?

[Guest Dale M.]

Group established on April 1. Bylaws still being drafted.  President called an off-cycle meeting to hear updates; doesn't want to waste time until next meeting. Seems group made decisions and is now looking for additional dates/times to meet to keep working and making progress (admirable), but sounds out of order. No committees are established. I understand the desire to get started, but things should be done in order i.e. establish committees to work on items which then bring back reports to the body for voting. Thoughts?

[Gary Novosielski]

Yes I agree.

[Josh Martin]

On 4/26/2023 at 1:08 PM, Guest Dale M. said:

Group established on April 1. Bylaws still being drafted.  President called an off-cycle meeting to hear updates; doesn't want to waste time until next meeting. Seems group made decisions and is now looking for additional dates/times to meet to keep working and making progress (admirable), but sounds out of order. No committees are established. I understand the desire to get started, but things should be done in order i.e. establish committees to work on items which then bring back reports to the body for voting. Thoughts?

I would note a few things:

• If you have no bylaws, you do not have a President. You have a Chair Pro Tempore.
• What is the exact language of the motion(s) which were adopted pertaining to additional meetings of the temporary society? You suggest that there are "regularly scheduled meetings", so presumably some sort of schedule of meetings was established. I am in agreement that additional meetings cannot be called by the Chair Pro Tempore unless the motion(s) adopted on this matter specified as much.
• It is not clear to me what "updates" the Chair Pro Tempore expects to hear if there are no committees, nor is it clear to me who is drafting the bylaws if there are no committees. There should, at a minimum, be a Bylaws Committee.

I would suggest generally that your temporary society should review RONR (12th ed.) Section 54 for more information on forming a permanent society.

[Dale M.]

Thank you, Josh. The body is a recently chartered chapter of a national body. I suggested a bylaws Cmte to review the proposed bylaws modeled after other chapters and against the national bylaws and return a report so that we didn’t need to pour over every line.  We are still reviewing and have not adopted any bylaws. There have been no motions to adopt. “Officers” were established by appointment to serve until the fiscal year starts in July. 
 

Proposed meeting schedule is monthly in keeping with precedent of other chapters. The updates, centered around a logo design, possible events and 1 upcoming event, set up of officer emails, and bank account, but from chatter in an informal electronic forum, it seems some actual decisions were made. I do not want this to become commonplace. Some of the members are very young and very excited, which is understandable, but there is very little structure. I will be the “killjoy”, once again, by asking that this practice cease. 😫

[Josh Martin]

On 4/26/2023 at 7:11 PM, Dale M. said:

Thank you, Josh. The body is a recently chartered chapter of a national body. I suggested a bylaws Cmte to review the proposed bylaws modeled after other chapters and against the national bylaws and return a report so that we didn’t need to pour over every line.  We are still reviewing and have not adopted any bylaws. There have been no motions to adopt. “Officers” were established by appointment to serve until the fiscal year starts in July. 
 

Proposed meeting schedule is monthly in keeping with precedent of other chapters. The updates, centered around a logo design, possible events and 1 upcoming event, set up of officer emails, and bank account, but from chatter in an informal electronic forum, it seems some actual decisions were made. I do not want this to become commonplace. Some of the members are very young and very excited, which is understandable, but there is very little structure. I will be the “killjoy”, once again, by asking that this practice cease. 😫

It's still not clear to me exactly how this "proposed meeting schedule" was determined or what exactly it entails, and therefore, I cannot say with any degree of confidence whether the chair can (or cannot) call additional meetings. I originally assumed that this schedule was adopted, but it seems that may have been a poor assumption.

What RONR says in regard to calling additional meetings in a series of mass meetings held for the purpose of forming a society is found in RONR (12th ed.) 54:8-10. What is supposed to occur is that the assembly adopts a motion setting the date, hour, and place of the next meeting, or in the alternative, adopting a motion that "when the meeting adjourns, it adjourn to meet at the call of the chair." If the assembly fails to adopt such a motion, what happens is not entirely clear, but I think the most logical solution is the next meeting would be held at the call of the chair.

It also certainly seems that the society is putting the cart before the horse on a number of matters. Strictly speaking, the society does not exist until bylaws have been adopted. In the interim, you are simply a group of individual people interested in establishing a society. As a result, it seems premature (at best) to elect officers (except a Chair Pro Tempore and Secretary Pro Tempore, the essential officers for any deliberative assembly), set up officer emails, and set up a logo, bank account, and events. It may well be desirable to appoint committees to investigate such matters so the society can "hit the ground running," but taking final action in this regard at this stage seems unwise.

I would further note that formal decisions can only be made at a meeting of the society (or conceivably at meetings of a board or committees, to the extent the body is granted authority in that regard, but no such bodies yet exist) held in-person with a quorum present, unless the bylaws (which do not exist) or applicable law provide otherwise.

The one caveat I would add is that because we are told that this is a "recently chartered chapter of a national body," it is conceivable that the national body has rules pertaining to the chapter's operations until bylaws have been adopted, but you would need to look to those rules to answer such questions.

Edited April 27, 2023 at 02:50 PM by Josh Martin

[Gary Novosielski]

On 4/27/2023 at 10:43 AM, Josh Martin said:

As a result, it seems premature (at best) to elect officers (except a Chair Pro Tempore and Secretary Pro Tempore, the essential officers for any deliberative assembly), set up officer emails, and set up a logo, bank account, and events.

I agree with nearly all of this, but don't be surprised if the bank won't deal with you until you exist.

[Dale M.]

To provide additional clarity, this is a local chapter of a national organization. Currently fewer than 12 members. To date, there have been mutually agreed upon decisions. Other local chapters typically meet monthly, ergo the suggestion was mutually accepted, and the recurring date was discussed and agreed upon. No vote. The Chair Pro Tem, believes that we do not need to hold elections, as those who volunteered for officers, were uncontested. 

The proposed financial officer has said as much. 

Thanks, again.

 

[Josh Martin]

On 4/28/2023 at 11:21 AM, Dale M. said:

To date, there have been mutually agreed upon decisions.

This is fine, so long as these "mutually agreed upon decisions" occurred during a meeting.

On 4/28/2023 at 11:21 AM, Dale M. said:

Currently fewer than 12 members.

Technically, you have no members, because you have not yet adopted bylaws, which define the membership of the organization. Instead, the "members" are whoever show up to a particular meeting.

On 4/28/2023 at 11:21 AM, Dale M. said:

Other local chapters typically meet monthly, ergo the suggestion was mutually accepted, and the recurring date was discussed and agreed upon. No vote.

Assuming this decision occurred at a meeting, it would appear the temporary society agreed, by unanimous consent, to hold meetings on a monthly basis, until bylaws are adopted providing the meeting schedule for the actual organization. If this is correct, and if this agreement included no provision for the Chair Pro Tempore to call additional meetings, then the Chair Pro Tempore has no such authority.

On 4/28/2023 at 11:21 AM, Dale M. said:

The Chair Pro Tem, believes that we do not need to hold elections, as those who volunteered for officers, were uncontested. 

To the extent this refers to the officers of Chair Pro Tempore and Secretary Pro Tempore, this is correct. If these positions are uncontested, then the sole persons nominated for the positions are declared elected.

Permanent officers cannot be elected until bylaws are adopted, because until that time the organization does not exist, and also because you do not know what officer positions exist until the bylaws are adopted. In the event that there is still only one nominee for each office, then at that time, it may or may not be correct that it is not necessary to hold elections. If the bylaws do not require a ballot vote, of if the bylaws do require a ballot vote but provide an exception for uncontested elections, then the chair can declare the sole nominees elected by acclamation. On the other hand, if the bylaws require a ballot vote and provide no exceptions, then a ballot vote must be held even if there is only one nominee for each office.

The group must understand that it is absolutely imperative that it adopt bylaws as soon as possible, and it is very much getting ahead of itself to do much else in the interim. Once again, the organization does not exist as an organization until bylaws are adopted. Until bylaws are adopted, you're just individual people, not an organization.