The effect of Doodling on the notice rules

[Katy]

Our secretary tried to declare a meeting invalid because of the way he interpreted the notice requirements. The story: 

Special meeting requirement: 10 days notice

Chairman calls a meeting via e-mail, 15 days ahead of time. The agenda and documentation are shared. The next day several participants declare that they are not available, so the Chairman does a Doodle poll to get a better date. Two days go by before everyone answers the poll. After five days he is able to pick the date and time, but by now it's less than 10 days before the actual meeting date.

The secretary declares the meeting invalid because of the lack of 10 days notice.

I disagree with this judgment. The question is: Which day is the starting point for the 10 day notice? Is it the day the meeting date is definitively known and communicated? Or is it the day the meeting is first called and communicated to all participants? I say it's the day the meeting is first called. What say you? (Does RONR address this situation? I can't find it.)

[Joshua Katz]

Well, first, I have a question. What gives the secretary the power to declare the meeting invalid? Nothing in RONR gives such power to a secretary.

That said, I would tend to agree with the secretary that the starting point for notice requires communicating the date of the meeting. The content tells me if I should bother going, but the date is needed for me to make plans and clear my calendar. If 10 days notice is required, then I should have 10 days to make my plans. 

[Katy]

Rats.🙃 I hope someone disagrees with you....But thank you anyway. I thought the notice timing was to give people time to read material and prepare. Reading and preparing might take all of 10 days, but clearing a calendar surely doesn't....

On the other hand, your point about the secretary not having the power to declare the meeting invalid is most interesting. As it happens, this secretary had a personal reason for not wanting the meeting to proceed, which makes it even worse! I'll remember what you said for next time. The funny thing is that all participants were in agreement with the meeting date. So now we fall into the discussion I read on another "notice" question here on this website. That discussion was rather inconclusive from my reading of the exchanges. But I understood in the end that if all participants agree and do not object even after the fact, then the "invalid" meeting actions could stand, at least until someone objects later. So best to ratify actions at the next properly called meeting.

[Gary Novosielski]

Sorry, I agree with @Joshua Katz.  It's true that secretaries don't have the power to go around making rulings, unless you have very unusual bylaws.  This power belongs to the presiding officer, in the context of a proper meeting, and is subject to Appeal if the assembly disagrees.

But If I read the question properly, it appears that the chairman did attempt to change the date of the meeting to one not stated in the original call, with less that a 10-day notice.  If that's correct, the meeting was not properly called.  The secretary's motives are not relevant to whether it was 10 days or not. By changing the date, the chairman destroyed the effect of the first call, and restarted the 10-day clock. 

Whether business conducted at an improperly called may be ratified is a question I'll defer to others to examine.

 But I can tell you that what the chairman should have done, once the 10-day limit was crossed, was to stick to the original date, and risk the lack of a quorum on that date, but allowing for those who do attend to adjourn to a future date without the need for further notice. Or better yet, if obtaining a quorum is a continuing problem, conduct his polls in advance of calling meetings.  

[Katy]

I like your suggestion about having the first meeting anyway, and as long as there is a quorum, adjourning to a future date. But that brings up two more questions: If a date cannot be set at this first meeting, can one do a Doodle poll and pick a date without having to respect the 10 days notice rule? And if the first meeting does not have the required quorum, can the new date be picked anyway?

[Joshua Katz]

On 8/17/2023 at 10:09 AM, Katy said:

If a date cannot be set at this first meeting, can one do a Doodle poll and pick a date without having to respect the 10 days notice rule?

No. The motion is to fix the time to which to adjourn, so you need to set the time.

On 8/17/2023 at 10:09 AM, Katy said:

And if the first meeting does not have the required quorum, can the new date be picked anyway?

Yes, fix the time to which to adjourn is a motion that may be adopted in the absence of a quorum.

[Katy]

Thank you! This is interesting and useful.

[Katy]

May I also ask: Do small committees have to stick to these strict notice rules?

[Gary Novosielski]

On 8/17/2023 at 11:09 AM, Katy said:

I like your suggestion about having the first meeting anyway, and as long as there is a quorum, adjourning to a future date. But that brings up two more questions: If a date cannot be set at this first meeting, can one do a Doodle poll and pick a date without having to respect the 10 days notice rule? And if the first meeting does not have the required quorum, can the new date be picked anyway?

That's not quite it.

You do not need a quorum to adjourn to a future time.  This is a motion that can be adopted even in the absence of a quorum.  But the date, time, place if applicable must be stated in the motion.

The meeting would be called to order, the minutes would note the presence of the presiding officer and secretary, and the absence of a quorum.  A motion would be made, seconded, and voted on, to adjourn to a specific time in the future, and if passed, the meeting stand adjourned, to resume at that future time.  The minutes would be brief, and would be approved at the next regular meeting.

[Katy]

Yes, understood. But what about small committees? Do they have to obey the strict notice rules?

[Josh Martin]

On 8/17/2023 at 9:13 AM, Katy said:

Our secretary tried to declare a meeting invalid because of the way he interpreted the notice requirements. The story: 

Special meeting requirement: 10 days notice

Chairman calls a meeting via e-mail, 15 days ahead of time. The agenda and documentation are shared. The next day several participants declare that they are not available, so the Chairman does a Doodle poll to get a better date. Two days go by before everyone answers the poll. After five days he is able to pick the date and time, but by now it's less than 10 days before the actual meeting date.

The secretary declares the meeting invalid because of the lack of 10 days notice.

Well, I would note that the Secretary has no power to make this determination, but I completely agree with the Secretary's opinion. We are told that the bylaws require 10 days of notice, and less than ten days of notice were given.

I concur with Mr. Novosielski that it would be permissible to still hold the meeting on the original date, for which valid notice was given, and then establish an adjourned meeting for the preferred date.

On 8/17/2023 at 9:13 AM, Katy said:

Which day is the starting point for the 10 day notice? Is it the day the meeting date is definitively known and communicated?

Yes.

On 8/17/2023 at 9:13 AM, Katy said:

Or is it the day the meeting is first called and communicated to all participants?

No.

On 8/17/2023 at 9:13 AM, Katy said:

(Does RONR address this situation? I can't find it.)

"A special meeting (or called meeting) is a separate session of a society held at a time different from that of any regular meeting, and convened only to consider one or more items of business specified in the call of the meeting. Notice of the time, place, and purpose of the meeting, clearly and specifically describing the subject matter of the motions or items of business to be brought up, must be sent to all members a reasonable number of days in advance." RONR (12th ed.) 9:13, emphasis added

On 8/17/2023 at 9:28 AM, Katy said:

Reading and preparing might take all of 10 days, but clearing a calendar surely doesn't....

Well, if the members feel that way, they are free to amend their bylaws to require less notice, or to provide that after a notice has been initially sent, the date and time may be changed with some lesser amount of notice. But that is not how it works in RONR.

On 8/17/2023 at 9:28 AM, Katy said:

That discussion was rather inconclusive from my reading of the exchanges. But I understood in the end that if all participants agree and do not object even after the fact, then the "invalid" meeting actions could stand, at least until someone objects later. So best to ratify actions at the next properly called meeting.

I think this glosses over some of the important facts of that discussion. I would first note that conducting business in this manner is extremely dangerous, as the members are personally responsible for the actions unless and until they are ratified, which is particularly dangerous if expenditures of money are involved. So it is best to avoid that course of action if at all possible. To the extent this course of action is taken, I concur that the actions should be ratified ASAP, rather than leaving them floating in the ether and hoping no one objects.

Further, strictly speaking, decisions made at an improperly called meeting cannot be ratified, but actions taken by officers pursuant to those decisions can be ratified. Motions that could not be ratified could be made and adopted again.

On 8/17/2023 at 10:09 AM, Katy said:

But that brings up two more questions: If a date cannot be set at this first meeting, can one do a Doodle poll and pick a date without having to respect the 10 days notice rule?

Yes. The assembly could adopt a motion to "adjourn to the call of the chair." This would authorize the chair to establish an adjourned meeting and the assembly would not be bound by the rules for calling special meetings.

On 8/17/2023 at 10:09 AM, Katy said:

And if the first meeting does not have the required quorum, can the new date be picked anyway?

Yes. The motions to adjourn or to fix the time to which to adjourn may be adopted even in the absence of a quorum.

On 8/17/2023 at 10:28 AM, Joshua Katz said:

No. The motion is to fix the time to which to adjourn, so you need to set the time.

Are you sure about that?

"Forms in which this motion may be made are: “I move that when this meeting adjourns, it adjourn to meet at 2:00 P.M. tomorrow”; “I move that when this meeting adjourns, it stand adjourned to meet at 8:00 P.M. on Wednesday, April 2, at the Riggs Hotel”; or “I move that on adjournment, the meeting adjourn to meet at the call of the chair.”" RONR (12th ed.) 22:12, emphasis added

On 8/17/2023 at 12:23 PM, Katy said:

Yes, understood. But what about small committees? Do they have to obey the strict notice rules?

I don't know. What do your rules say, if anything, about notice for meetings of committees?

Edited August 17, 2023 at 08:23 PM by Josh Martin

[Katy]

Our rules say that we must go by RONR in this regard. I interpret this to mean that smaller committees do not have to respect the stricter rules concerning notice and can be more informal about a number of things. I'm sorry, I don't have my copy of RONR with me, so I can't look it up, but I'm pretty sure I read that smaller committees can dispense with some formalities.

[Josh Martin]

On 8/17/2023 at 3:55 PM, Katy said:

Our rules say that we must go by RONR in this regard. I interpret this to mean that smaller committees do not have to respect the stricter rules concerning notice and can be more informal about a number of things. I'm sorry, I don't have my copy of RONR with me, so I can't look it up, but I'm pretty sure I read that smaller committees can dispense with some formalities.

Please quote exactly what, if anything, your bylaws say concerning calling meetings of committees.

RONR does have looser rules concerning notice of special committees, and those rules do not require a set number of days for notice, however, those rules assume the bylaws are silent regarding calling committee meetings. If the bylaws provide rules concerning notice for committee meetings, those rules will take precedence. (It is also correct that there are rules for committees and small boards dispensing with some formalities, but those rules do not relate to notice of meetings.) The rules pertaining to notice of committee meetings are as follows:

"When a committee has been appointed, its chairman (or first-named member temporarily acting—see 13:18) should call it together. If some members of the committee believe that the chairman has failed to call this initial meeting or any subsequent meeting when necessary, a meeting of the committee may be called by any two of its members, unless (such as for very large committees) the assembly's rules or instructions prescribe, or empower the committee itself to require, a larger number. It is the responsibility of the person or persons calling a committee meeting to ensure that reasonable notice of its time and place is sent to every committee member. The quorum in a committee is a majority of its membership unless the assembly has prescribed a different quorum (40).

When a committee intends to reconvene, it can simply adjourn, or adjourn to meet at a later time. In the first case—when it adjourns without appointing a time for another meeting—the next meeting is called as provided in the previous paragraph. In the second case—when it sets an adjourned meeting—notice of the adjourned meeting is not required (although it is desirable to give such notice if feasible), but reasonable efforts must be made to inform absent members of its time and place." RONR (12th ed.) 50:21-22

Edited August 17, 2023 at 09:13 PM by Josh Martin

[Joshua Katz]

Also, I would point out that there are not special rules for small committees. They are for small boards and all committees, although the phrase "small boards and committees" understandably trips some people up. "Small boards, and committees," might be clearer.

[Gary Novosielski]

On 8/17/2023 at 5:19 PM, Joshua Katz said:

Also, I would point out that there are not special rules for small committees. They are for small boards and all committees, although the phrase "small boards and committees" understandably trips some people up. "Small boards, and committees," might be clearer.

Committees and small boards would be even clearer.

 

[Gary Novosielski]

On 8/17/2023 at 4:22 PM, Josh Martin said:

"Forms in which this motion may be made are: “I move that when this meeting adjourns, it adjourn to meet at 2:00 P.M. tomorrow”; “I move that when this meeting adjourns, it stand adjourned to meet at 8:00 P.M. on Wednesday, April 2, at the Riggs Hotel”; or “I move that on adjournment, the meeting adjourn to meet at the call of the chair.”" RONR (12th ed.) 22:12, emphasis added

I agree that the adjournment could be at the call of the chair, but I didn't mention it because it does not solve the local problem of the 10-day notice for any meetings called by the chair.  If there were ten days to spare, the stub meeting would not be necessary in the first place.

[Josh Martin]

On 8/17/2023 at 5:07 PM, Gary Novosielski said:

I agree that the adjournment could be at the call of the chair, but I didn't mention it because it does not solve the local problem of the 10-day notice for any meetings called by the chair.  If there were ten days to spare, the stub meeting would not be necessary in the first place.

I am uncertain as to this reference to "the local problem of the 10-day notice for any meetings called by the chair." In the original post, we are told "Special meeting requirement: 10 days notice." A requirement for notice of special meetings is not applicable to adjourned meetings, and I do not see any reference to a requirement of 10 days of notice for any meetings called by the chair.

"If an assembly holding regularly scheduled business meetings adjourns to meet “at the call of the chair,” an adjourned meeting called accordingly is a continuation of the same session; but, if no such meeting is held before the next regular session, the adjournment of the previous session becomes final retrospectively as of the date the last meeting adjourned, and the chair's authority to call an adjourned meeting expires.

Effect of the Motion. Whether introduced as a privileged or a main motion, the effect of this motion is to establish an adjourned meeting—that is, another meeting that will be a continuation of the session at which the motion is adopted. Unlike a special meeting, an adjourned meeting does not require notice, although it is desirable to give such notice if feasible. An adjourned meeting should not be confused with a special meeting, which is a separate session called, in ordinary societies, as prescribed by the bylaws." RONR (12th ed.) 22:8-9

Certainly, in the case where a meeting adjourns to meet at the call of the chair, some form of notice will need to be given in this regard, but it does not need to be the same as the notice required for a special meeting.

[Gary Novosielski]

A requirement for notice is not required for adjourned meetings except for meetings at the call of the chair. [RONR (12th ed.) 49:16n2]

And the local rule sets the limit for proper notice at 10 days.  If notice were not required, as is true of adjournment to a definite time and place, then there is no 10-day rule to worry about, as there is no further call.  But I see nothing to suggest that for meetings adjourned at the call of the chair that the notice requirement would be relaxed in any way, or would return to the default "reasonableness" standard. The bylaws say:

On 8/17/2023 at 10:13 AM, Katy said:

Special meeting requirement: 10 days notice

It is still a special meeting we're talking about, and the rules should still apply, just as the other rules for special meetings survive past an adjournment.  Of course, a society could adopt special rules for notice that distinguish between the notice required for calling a meeting initially, and calling an adjourned meeting, but I don't think that's true of the present question.

 

[Josh Martin]

On 8/18/2023 at 11:40 AM, Gary Novosielski said:

A requirement for notice is not required for adjourned meetings except for meetings at the call of the chair. [RONR (12th ed.) 49:16n2]

Thank you for providing the footnote. However, that footnote still does not state that such notice must be the same as the amount of notice required for a special meeting.

"For an adjourned meeting (9:17–19), no additional notice is required—except, of course, when it is to meet at the call of the chair rather than at a specified time—although it is desirable to give such notice if feasible." RONR (12th ed.) 49:16n2

On 8/18/2023 at 11:40 AM, Gary Novosielski said:

And the local rule sets the limit for proper notice at 10 days.  If notice were not required, as is true of adjournment to a definite time and place, then there is no 10-day rule to worry about, as there is no further call.  But I see nothing to suggest that for meetings adjourned at the call of the chair that the notice requirement would be relaxed in any way, or would return to the default "reasonableness" standard. The bylaws say:

On 8/17/2023 at 9:13 AM, Katy said:

Special meeting requirement: 10 days notice

It is still a special meeting we're talking about, and the rules should still apply, just as the other rules for special meetings survive past an adjournment.  Of course, a society could adopt special rules for notice that distinguish between the notice required for calling a meeting initially, and calling an adjourned meeting, but I don't think that's true of the present question.

Nothing in RONR (12th ed.) 9:13-19 suggests to me that if, at a properly called special meeting, the assembly adopts a motion providing that the assembly shall adjourn to meet at the call of the chair, the amount of notice for the adjourned special meeting must be equivalent to the amount of notice required in the bylaws to call a special meeting in the first place.

Edited August 18, 2023 at 05:02 PM by Josh Martin

[Gary Novosielski]

On 8/18/2023 at 1:01 PM, Josh Martin said:

Thank you for providing the footnote. However, that footnote still does not state that such notice must be the same as the amount of notice required for a special meeting.

"For an adjourned meeting (9:17–19), no additional notice is required—except, of course, when it is to meet at the call of the chair rather than at a specified time—although it is desirable to give such notice if feasible." RONR (12th ed.) 49:16n2

True, it does not say that, but neither does it imply anything to the contrary, or that this type of call is different from any other. 

Note well that the "...if feasible" clause is referring to the case where the time is specified, not to calls of the chair.  It is saying that notice would be nice even in the case where the time is set, but that otherwise, it is mandatory.

On 8/18/2023 at 1:01 PM, Josh Martin said:

Nothing in RONR (12th ed.) 9:13-19 suggests to me that if, at a properly called special meeting, the assembly adopts a motion providing that the assembly shall adjourn to meet at the call of the chair, the amount of notice for the adjourned special meeting must be equivalent to the amount of notice required in the bylaws to call a special meeting in the first place.

That may be, but again, there is nothing to suggest otherwise.  In particular, 9:14(2) does not say "except in the case of a meeting adjourned at the call of the chair."  RONR is normally quite good at noting even obscure exceptions in such cases.

What's more, I do not find in 9:13-19 any articulable reason that the rational in 9:4 should not apply equally to the call of an adjourned special meeting as it would to the call of any meeting requiring notice.  Other than to provide an exploitable loophole in the notice requirement, what would be the point of such an exception?

Edited to add:

'll stipulate that "at the call of the chair" has a more fast-and-loose feel about it than other types of call, but I submit that this is due to its use in connection with a Recess.  In that case, the membership is expected to remain either within or functionally adjacent to earshot.  But when this is a call is a formal notice sent the secretary, that's a different matter

Edited August 18, 2023 at 05:56 PM by Gary Novosielski
Addition

[Katy]

 

On 8/18/2023 at 7:41 PM, Gary Novosielski said:

Other than to provide an exploitable loophole in the notice requirement, what would be the point of such an exception?

If I may give you both my amateur view, the point of such an exception would be simply not to waste time. Everyone at the meeting is thoroughly familiar with the subject and with the debate so far, and therefore requiring the full 10 days for the rest of the debate seems completely unnecessary and overkill. On the contrary, what would be the justification for such a strict interpretation of a rule, which interpretation would delay finalization of the debate while the subject is still fresh? And sometimes time is of the essence. 

[Gary Novosielski]

On 8/18/2023 at 1:48 PM, Katy said:

If I may give you both my amateur view, the point of such an exception would be simply not to waste time. Everyone at the meeting is thoroughly familiar with the subject and with the debate so far, and therefore requiring the full 10 days for the rest of the debate seems completely unnecessary and overkill. On the contrary, what would be the justification for such a strict interpretation of a rule, which interpretation would delay finalization of the debate while the subject is still fresh? And sometimes time is of the essence. 

You raise some valid points, which form a good argument in favor of including such an exception in the bylaws, depending on the circumstances.  I'm only asserting that it is not there now.  We are told that the current local rule just says 10 days.

25:7
Rules That Cannot Be Suspended. Rules contained in the
bylaws (or constitution) cannot be suspended—no matter how
large the vote in favor of doing so or how inconvenient the rule
in question may be—unless the particular rule specifically
provides for its own suspension, or unless the rule properly is
in the nature of a rule of order as described in 2:14....

Rules for required notice are not in the nature of rules of order and in addition, exist to protect absentees, so in my view they fall under the no-matter-how-inconvenient clause.

 

[Josh Martin]

On 8/18/2023 at 12:41 PM, Gary Novosielski said:

Note well that the "...if feasible" clause is referring to the case where the time is specified, not to calls of the chair.  It is saying that notice would be nice even in the case where the time is set, but that otherwise, it is mandatory.

Yes, I understand this. I do not dispute that notice is required when the meeting is adjourned "to the call of the chair." Obviously, some sort of notice must be sent, otherwise members will have no idea when the meeting is. However, I do not see anything suggesting this must be the same amount of notice as the notice required for a special meeting.

On 8/18/2023 at 12:41 PM, Gary Novosielski said:

That may be, but again, there is nothing to suggest otherwise.  In particular, 9:14(2) does not say "except in the case of a meeting adjourned at the call of the chair."  RONR is normally quite good at noting even obscure exceptions in such cases.

What's more, I do not find in 9:13-19 any articulable reason that the rational in 9:4 should not apply equally to the call of an adjourned special meeting as it would to the call of any meeting requiring notice.  Other than to provide an exploitable loophole in the notice requirement, what would be the point of such an exception?

It seems to me that a requirement that an adjourned meeting which is adjourned to meet at the call of the chair has the same requirements for notice as the original meeting would be unduly onerous.

On 8/18/2023 at 1:16 PM, Gary Novosielski said:

Rules for required notice are not in the nature of rules of order and in addition, exist to protect absentees, so in my view they fall under the no-matter-how-inconvenient clause.

But with respect to calling an adjourned meeting, the rule does not protect absentees.

There is no dispute that the assembly could establish an adjourned meeting and set a time and date for the adjourned meeting, and in those cases, no notice whatsoever is required to absentees, even though it's still a good idea. So it does not seem to me that providing (for example) five days notice of an adjourned meeting scheduled to meet at the call of the chair violates the rights of absentees, when the assembly could have alternatively provided zero notice to absentees.

The only people who actually have any rights with respect to knowing the time of the next meeting in this regard are those persons present when the motion to fix the time to which to adjourn is adopted. By granting this authority to the chair, they are waiving their own rights in this connection, which they are free to do. The assembly could also, if it wishes, establish notice requirements in the motion to fix the time to which to adjourn.

Edited August 18, 2023 at 06:40 PM by Josh Martin

[Gary Novosielski]

On 8/18/2023 at 2:37 PM, Josh Martin said:

There is o dispute that the assembly could establish an adjourned meeting and set a time and date for the adjourned meeting, and in those cases, no notice whatsoever is required to absentees, even though it's still a good idea. So it does not seem to me that providing (for example) five days notice of an adjourned meeting scheduled to meet at the call of the chair violates the rights of absentees, when the assembly could have alternatively provided zero notice to absentees.

I see it differently.  When the "time to" is specified, attendees have received notice then and there.  This comports fully with similar rules for previous notice of motions, which provide that oral statements during a meeting fulfill the previous notice requirement,  without addressing absentees--less than ideal, in my view, but certainly well established.

On the contrary, it is when a meeting is adjourned at the call of the chair that the members, attendees and absentees alike, are "provided zero notice" of when the session will resume.  But in this case, when the call is later issued, absentees are notified. This seems more in line with the purpose and rationale of the original notice.

[Gary Novosielski]

On 8/18/2023 at 2:37 PM, Josh Martin said:

The only people who actually have any rights with respect to knowing the time of the next meeting in this regard are those persons present when the motion to fix the time to which to adjourn is adopted. By granting this authority to the chair, they are waiving their own rights in this connection, which they are free to do. The assembly could also, if it wishes, establish notice requirements in the motion to fix the time to which to adjourn.

But when the adjournment is at the call of the chair, members have no information at the time the motion is adopted.  In this respect they are as much in the dark as absentees.  They have no more right to grant any authority to the chair than they would to suspend the rule, which they may not do.  For the same reason, I do not believe they can establish notice requirements, as it would conflict with a rule in the bylaws.

And since prospective absentees will be notified when the adjourned meeting is called, it is clearly not the case that the former attendees are the only members with any rights--unless you're suggesting that former absentees may be omitted from the call, which I'm sure you are not.