Calculating Days Until Action is to be Taken

[John Wilford]

If you look up Computation of Days in RONR 12, you will find three sections that basically say the same thing. I'll quote one below.

Quote

56:34    Some organizations prefer to schedule meetings by resolution. If so, the bylaws should provide for the number of days' notice required before regular meetings, since under such a practice members cannot determine the meeting dates by consulting the bylaws. Unless otherwise provided in the bylaws, the number of days is computed by counting all calendar days (including holidays and weekends), excluding the day of the meeting but including the day the notice is sent.

These all deal with notice for meetings. Here is what I can't find: if a motion or rules of a society require action to be taken within x number of days, how are those calculated? At first, it would appear obvious, but thinking about it, I'm not sure it is. Taking guidance from above. All days, excluding the day of the meeting, should include the day of the notice. What are the analogs here? Is the notice the day of the motion or trigger to the rule, and the meeting is the action? In that case, it would seem if the rule said 30 days, you would include the day of the triggering action, go out 30 days, and if you did it on the 31st day, then you would be safe because you don't count that one. Is it the other way, such that the day of the triggering event is the meeting, so you don't count that one, but you have to do it on the 30th day? Or do you get one less day for taking action than you do for noticing meetings? Any help or references would be much appreciated.

[Atul Kapur]

If I can reframe your question: Does the day of the meeting where the motion is adopted count as Day 0 or Day 1?

The answer, to me at least, becomes obvious if you take an extreme example: If a meeting on Monday adopted a motion ordering an action to be done "within one day" then the deadline is Tuesday. The meeting day is Day 0 and the next day is Day 1, the deadline.

Another way to consider it is that the motion implicitly includes the words "from today." So, in the example above, it would be ordering the action to be done "within one day (from today)"

If a meeting on May 1st adopted a motion ordering something to be done "within 30 days (from today)" then it needs to be done on or before May 31st.

Easier than all that would be to word the motion with a specific date as the deadline, rather than a number of days ahead.

[John Wilford]

On 5/2/2024 at 10:09 PM, Atul Kapur said:

Easier than all that would be to word the motion with a specific date as the deadline, rather than a number of days ahead.

Completely agree on this point. Unfortunately the situation in the case behind the question is a rule stating "shall be completed within twenty (20) days of taking office" so unfortunately we're unable to use this best practice 😒 and for reasonable motivation on the part of the crafters of the rule as the date of taking office could vary.

[Atul Kapur]

Then, as I said, I would consider the day of taking office as Day 0 and the day after that as Day 1.

Or avoid the overthinking altogether and get it done by Day 19 so that this question doesn't come up. 😉

[Josh Martin]

On 5/2/2024 at 9:44 PM, John Wilford said:

Here is what I can't find: if a motion or rules of a society require action to be taken within x number of days, how are those calculated?

RONR has no direct answer to this question, although I think generally they would be counted in the reverse of what RONR says pertaining to notice.

On 5/2/2024 at 9:44 PM, John Wilford said:

At first, it would appear obvious, but thinking about it, I'm not sure it is. Taking guidance from above. All days, excluding the day of the meeting, should include the day of the notice. What are the analogs here? Is the notice the day of the motion or trigger to the rule, and the meeting is the action? In that case, it would seem if the rule said 30 days, you would include the day of the triggering action, go out 30 days, and if you did it on the 31st day, then you would be safe because you don't count that one. Is it the other way, such that the day of the triggering event is the meeting, so you don't count that one, but you have to do it on the 30th day? Or do you get one less day for taking action than you do for noticing meetings? Any help or references would be much appreciated.

I don't know that a rule pertaining to providing a notice before a meeting should necessarily be viewed as analogous to a rule requiring action to be taken after some action. I would not view what RONR says pertaining to notice as applicable here.

When you're calling a meeting, the rule in RONR makes sense because you're really counting backwards. The meeting is Day Zero, the day before the meeting is Day One, and so on.

But when a rule requires that you count forwards, then I believe you would count the meeting or triggering action as Day Zero, the day after the meeting or triggering action is Day One, and so on.

So I believe you're overthinking it. I believe your instinct was correct and the answer is indeed "obvious."

On 5/2/2024 at 10:17 PM, John Wilford said:

Completely agree on this point. Unfortunately the situation in the case behind the question is a rule stating "shall be completed within twenty (20) days of taking office" so unfortunately we're unable to use this best practice 😒 and for reasonable motivation on the part of the crafters of the rule as the date of taking office could vary.

In this situation, let us suppose that, just for sake of an example, that the officers took office today (May 3rd). In my view, the rule would be satisfied so long as the action is completed on or before May 23rd.

Edited May 3, 2024 at 03:09 PM by Josh Martin

[Richard Brown]

John, I agree with Dr. Kapur and Mr. Martin. In fact, before I read Dr. Kapur‘s response, I was going to say the same thing. Your clarification of the situation makes it easy, in my opinion. I might also add that the same interpretation is generally followed by the courts in my experience. When someone is ordered to do something within X number of days from the date an order is signed, the date of signing the order is considered day zero and the next day is day one. 

[Gary Novosielski]

The two most common methods of counting yield identical results so it really does not matter.

If today is Friday, and a rule says that something must be completed within seven days, there are two ways of counting:

• Today is day zero, and the seventh day is next Friday; or,
• Today is day one, and after the seventh day, the next day (not counted) is Friday.

Either way, within seven days means no later than next Friday.