Adjourn Board Meeting to Convene Committee Meeting?

[Guest Consigliere Generale]

Greetings, a question arose with a corporate Board of Directors.  There are 8 on the full Board and 4-5 in each committee, but all 8 are present in every meeting (the whole Board meeting is mostly a series of committee meetings).

After the full Board "convenes" its meeting, should it "adjourn" its meeting before each committee "convenes" - and then the full Board "reconvenes" to immediately "adjourn" again so the next committee can "convene"...?

Or is it proper to convene the full Board just once and have the committees convene/adjourn in sequence without adjourning the full Board?

Just wondering if there is a rule or some sort of authority on this.

Thanks!

 

[Joshua Katz]

On 2/23/2024 at 7:20 AM, Guest Consigliere Generale said:

Just wondering if there is a rule or some sort of authority on this.

 

Your procedures appear to be nothing like those envisioned in RONR, where a single body is meeting at a time. Since your rules (and applicable law) establish a very different procedure, I don't think RONR will be of much use in answering the questions you pose.

[George Mervosh]

I do think it is very unwise to actually adjourn the board meeting until the board completes its full order of business.  If the board adopts a motion to adjourn, it's possible that each time it reconvenes it becomes a new meeting/session, and to me, each time it reconvenes, even on the same day, it would seem like a special meeting and that could be a problem.

Edited February 23, 2024 at 03:01 PM by George Mervosh

[Guest Consigliere Generale]

Thanks for both responses.  Joshua, can you please refer me to the equivalent RONR rule?

[Rob Elsman]

I recommend that these committees be dispensed with. The board can be (or already is) charged to do what the committees are currently charged to do. Such small boards can operate under the "relaxed" rules for small boards, so the less formal procedures used in committees will also operate in the board's meetings.

[Josh Martin]

On 2/23/2024 at 8:20 AM, Guest Consigliere Generale said:

Greetings, a question arose with a corporate Board of Directors.  There are 8 on the full Board and 4-5 in each committee, but all 8 are present in every meeting (the whole Board meeting is mostly a series of committee meetings).

After the full Board "convenes" its meeting, should it "adjourn" its meeting before each committee "convenes" - and then the full Board "reconvenes" to immediately "adjourn" again so the next committee can "convene"...?

Or is it proper to convene the full Board just once and have the committees convene/adjourn in sequence without adjourning the full Board?

Under the circumstances described, it seems to me that the board meeting must be put on "pause" in some manner in order for the committees to meet. I don't think this necessarily needs to be an adjournment - a recess would also work.

However, I don't believe that the board needs to "reconvene" in between committee meetings. It seems to me the board could adjourn (or recess), proceed to hold the committee meetings in sequence, and then reconvene the board meeting after all of the committee meetings are completed.

I concur with Mr. Elsman, however, that I'm not clear on what the purpose is of having these committees at all. Generally, the purpose of a committee is to have a subset of the board attend to particular matters, so that the entire board does not need to attend to everything. But if every member of the board is present for every committee meeting anyway, why not simply eliminate the committees and have the board handle all of these matters?

Edited February 23, 2024 at 03:41 PM by Josh Martin

[Gary Novosielski]

On 2/23/2024 at 9:20 AM, Guest Consigliere Generale said:

Greetings, a question arose with a corporate Board of Directors.  There are 8 on the full Board and 4-5 in each committee, but all 8 are present in every meeting (the whole Board meeting is mostly a series of committee meetings).

After the full Board "convenes" its meeting, should it "adjourn" its meeting before each committee "convenes" - and then the full Board "reconvenes" to immediately "adjourn" again so the next committee can "convene"...?

Or is it proper to convene the full Board just once and have the committees convene/adjourn in sequence without adjourning the full Board?

Just wondering if there is a rule or some sort of authority on this.

Thanks!

 

I'm not sure I'm seeing the point.  Does this really save time and effort when compared to simply allowing the board to discuss and decide on these matters as a whole?  I'm sure there may be reasons why this odd procedure came into being, and I am disinclined to advise you to simply do away with it, but if there are rules and authorities governing this, they're probably not going to be found in RONR.

A system I have seen work is to hold all committee meetings prior to the board meeting (even on different days if that's more convenient for the respective members).  There is no need to have the board "convene" the committees.  The committees can be permitted to schedule their own meetings, or the board could instruct them with a prescribed schedule.   Then at the board meeting each committee could give its report, move its recommendations if any, and the board could simply move through each report in turn without adjourning between each one.  

But the fact that you're asking the question indicates the current system may benefit from review and possible revision.  RONR gives you considerable latitude to arrange things the way they work best.

[Joshua Katz]

On 2/23/2024 at 8:15 AM, Guest Consigliere Generale said:

Joshua, can you please refer me to the equivalent RONR rule?

I don't know what you mean by the equivalent RONR rule. As I said, RONR envisions a body meeting and receiving reports from committees, not pausing its meetings to have committees meet. I don't think there is an equivalent rule.

[Guest Consigliere Generale]

Thanks again for all the responses.

The committees cannot be eliminated.

The "recess" idea may work best.  The Board will just convene once and then keep recessing during the committee meetings.

Would it be bad to do nothing?  To convene the Board, then convene/adjourn a committee, then convene/adjourn another committee, etc/?

 

 

 

 

[Rob Elsman]

Could you explain your statement, "The committees cannot be eliminated"?  I had the impression that the committees are subordinate bodies of the board, so it puzzles me why they cannot be eliminated.

[Dan Honemann]

On 2/23/2024 at 2:02 PM, Guest Consigliere Generale said:

Thanks again for all the responses.

The committees cannot be eliminated.

The "recess" idea may work best.  The Board will just convene once and then keep recessing during the committee meetings.

Would it be bad to do nothing?  To convene the Board, then convene/adjourn a committee, then convene/adjourn another committee, etc/?

 

 

 

 

The fact is that what you are doing seems to make no sense, and this may be because I don't think that anyone here really understands what you are doing and why.

[Josh Martin]

On 2/23/2024 at 1:02 PM, Guest Consigliere Generale said:

The Board will just convene once and then keep recessing during the committee meetings.

What do you mean "keep recessing?" I think just once is fine, unless there's something I'm not aware of.

What I'm proposing is:

• Call the board meeting to order.
• Conduct whatever business the full board needs to do before the committee meetings.
• Recess until the call of the chair.
• Convene a committee meeting, conduct the committee's business, and adjourn. Rinse and repeat until all the committee meetings are done.
• After all the committee meetings are over, the chair calls the board meeting back to order.
• Conduct whatever business the full board needs to do after the committee meetings.
• Adjourn the board meeting.

Although it's not clear why the committee meetings have to happen during the board meeting to begin with. It would seem even easier to conduct all of the committee meetings before (or after) the board meeting, whichever is preferred. Then you don't need to worry about recesses at all.

On 2/23/2024 at 1:02 PM, Guest Consigliere Generale said:

Would it be bad to do nothing?  To convene the Board, then convene/adjourn a committee, then convene/adjourn another committee, etc/?

Do you intend to simultaneously have the board conduct business while the committees are meeting?

I gather (and hope) the answer to this question is "no." Indeed, it seems to me it would be impractical to do so, since a committee comprises a large portion of the board. As a result, it seems to me that for all practical purposes, the board is taking a recess while the committees meet, so you may as well make that official.

"A recess, strictly speaking, is a short intermission or break within a meeting that does not end the meeting or destroy its continuity as a single gathering, and after which proceedings are immediately resumed at the point where they were interrupted. During the recess, members may leave the hall or room in which the meeting is being held, but they are expected to remain nearby. A recess frequently has a purpose connected with the business of the meeting itself—such as to count ballots, to permit consultation among members, or the like. (For the motion to Recess, see 20.)" RONR (12th ed.) 8:2

I don't think this should be unduly onerous. As I've noted above, I think one recess is sufficient.

This whole process continues to make no sense to me, since it seems all of these committees exist purely for the sake of formality, but there's no need to make things even more complicated than they need to be.

On 2/23/2024 at 1:05 PM, Rob Elsman said:

Could you explain your statement, "The committees cannot be eliminated"?  I had the impression that the committees are subordinate bodies of the board, so it puzzles me why they cannot be eliminated.

We are told this is a "corporate board," so I wonder if the committees are part of some legal requirement.

Edited February 23, 2024 at 08:21 PM by Josh Martin

[Gary Novosielski]

On 2/23/2024 at 2:02 PM, Guest Consigliere Generale said:

Would it be bad to do nothing?  To convene the Board, then convene/adjourn a committee, then convene/adjourn another committee, etc/?

 

Yes, it would create a situation where two bodies were both meeting at the same time and place.  Is there a reason why the committees can't complete their meetings before the board meeting begins?  Why are the committees being "convened" by the board? That makes no sense to me.  Committee meetings are convened by the committee.

 

[Guest Consigliere Generale]

Thanks again for the replies.  Yes, the committees are a statutory and bylaw requirement.

Most of the Board members live remote to the HQ, they travel and convene quarterly.  Yes they could committee via Zoom but do not want to.

Really they just want to get together and go through all committees at once with non-committee-members spectating.

It is easy and it works and "it is how we have always done it" and nobody wants to change it.

Just wondering the best way to articulate it in the minutes...

 

 

 

 

 

 

 

[Josh Martin]

On 2/23/2024 at 2:39 PM, Guest Consigliere Generale said:

Just wondering the best way to articulate it in the minutes...

Each committee is a separate entity. Committees generally do not take minutes, since their reports serve as their records. But if it is the rule or custom of this organization for its committees to take minutes, each committee would have its own set of minutes.

As for how to reflect this in the board's minutes, if you go with the option of holding all the committee meetings before (or after) the board meeting, I don't see a need for this to be reflected at all in the board minutes.

If there is, for some reason, a need to hold the committee meetings during the board meeting, then I would suggest a single recess as noted above, and this could be recorded in the minutes as "The board recessed from XX PM to YY PM."