Help with interpretation of Bylaws?

[Guest Kim E.]

Hi All,

This is the section of our bylaws that talks about how often we should have regular Board meetings.  It seems to say two different things; 1) that we only need to have three meetings a year and 2) that the Board of Directors should be meeting monthly. 

We only have Board meetings once a quarter.  Our President feels that this section of our Bylaws supports that.  But based on the section of Robert's Rules that I have italicized below.  It looks to me like we should be having meetings monthly.  

Could someone please give me an "official" determination on whether we should be having monthly meetings?   Thank you in advance! 

SECTION 8. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place within the Project as shall be determined from time to time by a majority of the members of the Board of Directors, but at least two (2) such meetings, in addition to the annual meeting of the Board, shall be held during each fiscal year. Unless the Board of Directors determines otherwise, meetings shall be held monthly. Notice of the time and place for each regular meeting of the Board of Directors shall be given to each member of the Board of Directors in writing, for such meeting, and shall be posted at a prominent place or places within the common elements at least fourteen (14) days prior to the day named for such meeting.

 

In Robert's Rules 56:33 it says 

The first section of the article on meetings should fix the day on which regular meetings of the society are to be held - as by specifying, for example, "the first Friday of each month." If the words "unless otherwise ordered by the Society [or Executive Board"]" are added, the date can be changed in an unusual circumstance, but only for that single meeting on that particular occasion, and not for a period of time including several meetings.  To change the general rule fixing the time for meetings would require amendment of the bylaws.  The hour and place at which meetings are to be held should not be specified in the bylaws, but should be established by a standing rule (2) adopted by the society or, if it is empowered to do so, by the executive board.

[Rob Elsman]

On 6/27/2023 at 9:42 PM, Guest Kim E. said:

Unless the Board of Directors determines otherwise, meetings shall be held monthly. 

🙂

[Guest Kim E.]

That's what I was thinking but what about the part of our Bylaws that ways "but at least two (2) such meetings, in addition to the annual meeting of the Board, shall be held during each fiscal year?  Why does it say that but then say they should be held monthly?  Our President thinks that means we only need to have three meetings per year.  

[Atul Kapur]

The bylaws require you to hold three meetings a year.

BUT the bylaws further require you to hold monthly board meetings, "[u]nless the Board of Directors determines otherwise." That means that the board has the authority to set a different schedule of meetings, as long as they hold the minimum required three meetings.

Has your board "determined otherwise"? This would require a motion adopted by the board that either sets a different meeting schedule or determines the particulars of the next meeting at the current one.

Has your board done either of those things? If not, then you should be meeting monthly.

[Joshua Katz]

It doesn't say you "should" be meeting monthly. It says you do meet monthly, unless you decide otherwise. But if you decide otherwise, you can't go any lower than three meetings per year.

[Josh Martin]

On 6/27/2023 at 9:42 PM, Guest Kim E. said:

This is the section of our bylaws that talks about how often we should have regular Board meetings.  It seems to say two different things; 1) that we only need to have three meetings a year and 2) that the Board of Directors should be meeting monthly. 

We only have Board meetings once a quarter.  Our President feels that this section of our Bylaws supports that.  But based on the section of Robert's Rules that I have italicized below.  It looks to me like we should be having meetings monthly.  

Could someone please give me an "official" determination on whether we should be having monthly meetings?   Thank you in advance! 

SECTION 8. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place within the Project as shall be determined from time to time by a majority of the members of the Board of Directors, but at least two (2) such meetings, in addition to the annual meeting of the Board, shall be held during each fiscal year. Unless the Board of Directors determines otherwise, meetings shall be held monthly. Notice of the time and place for each regular meeting of the Board of Directors shall be given to each member of the Board of Directors in writing, for such meeting, and shall be posted at a prominent place or places within the common elements at least fourteen (14) days prior to the day named for such meeting.

It seems to me that what the bylaws say on this matter is:

• By default, the board meets monthly, however, the board may determine a different meeting schedule if it wishes.
• The schedule adopted by the board must provide for a minimum of three meetings per year - the annual meeting and at least two other meetings.

So it seems to me that quarterly board meetings would be in compliance with the bylaws, however, only the board can make that determination - the President doesn't have that authority on his own.

Edited June 28, 2023 at 01:22 PM by Josh Martin

[Guest Kim E.]

Thank you all for your input.  I appreciate the work you do here!  You're very helpful!

[Guest Kim E.]

On 6/27/2023 at 6:48 PM, Atul Kapur said:

The bylaws require you to hold three meetings a year.

BUT the bylaws further require you to hold monthly board meetings, "[u]nless the Board of Directors determines otherwise." That means that the board has the authority to set a different schedule of meetings, as long as they hold the minimum required three meetings.

Has your board "determined otherwise"? This would require a motion adopted by the board that either sets a different meeting schedule or determines the particulars of the next meeting at the current one.

Has your board done either of those things? If not, then you should be meeting monthly.

Wait, one more question.  Does this mean that the current Board must adopt the motion?  Or if 20 years ago, the Board decided to only meet three times a year, that motion still holds? 

[Atul Kapur]

On 6/28/2023 at 12:48 AM, Atul Kapur said:

Has your board done either of those things? If not, then you should be meeting monthly.

 

On 6/28/2023 at 2:51 PM, Guest Kim E. said:

Wait, one more question.  Does this mean that the current Board must adopt the motion?  Or if 20 years ago, the Board decided to only meet three times a year, that motion still holds? 

It depends on the exact wording of the motion, but the motion adopted 20 years ago may still be in effect and apply to you now.

[Guest Kim E.]

Got it.  Thank you. 

[Josh Martin]

On 6/28/2023 at 2:21 PM, Atul Kapur said:

It depends on the exact wording of the motion, but the motion adopted 20 years ago may still be in effect and apply to you now.

Although the board could, of course, rescind or amend the motion adopted 20 years ago if the current board prefers a different meeting schedule.

[Glen Hall]

Quote

Unless the Board of Directors determines otherwise

I would interpret this to mean the current board.  This means that unless the current board determines otherwise, the board must meet monthly.  The bylaws control in this situation, and I don't see how a previous board could bind a future board through a rule that the previous board adopted for itself.  And in my opinion, an adopted standing rule for the board, unless it had authority to do so, could conflict with bylaws wording.

Of course I don't have all the governing documents, so there may be something somewhere that would negate this interpretation.

[Joshua Katz]

What is a "current board" and a "previous board"?

[Atul Kapur]

On 7/13/2023 at 12:29 PM, Glen Hall said:

I would interpret this to mean the current board.  .... I don't see how a previous board could bind a future board

I'm afraid I must disagree with my friend. There is no "previous,"  "current," or "future" board. There us just the board, even if its membership changes from time to time. A motion adopted by the board remains in effect until it is executed, expires, or is rescinded. For example, take a board where all of its members serve one year terms and which is authorized to set the membership dues. It adopts a motion to set the membership dues at $100 a year. That motion is still in effect even two or three years later. The board does not need to renew that motion after each change of term. (It can, of course, amend the motion whenever it desires.)