Annual meeting

[Guest judy]

I am on the board of a Theatre group.Our annual meeting is coming up in five days.According to our By-Laws membership is to be notified by mail of this meeting.It is the only meeting that membership is allowed to vote for a President and new board members.Our By-laws do not state when they should be notified only if the location of this meeting is moved it requires a 48 hour notice to the membership.I have served on this board for many years and it has always been the board's policy to send notification of the Annual meeting 30 days prior.I have been mentioning the Newsletter being sent out for notification for 2 months and it still has not been sent.I don't have a problem with notification being less than 30 days but I am not sure if membership is going to be notified at all.I am not sure if the meeting could be postponed til next month because our By-laws say the Annual Meeting is the second Sunday in July.When our Annual Meeting used to be in December I know it was postponed once because of a huge snowstorm.Will it be okay if members are emailed about the meeting with 48 hours notice and what if they are not notified at all?Thanks for your help,Jude

[David A Foulkes]

According to our By-Laws membership is to be notified by mail of this meeting....Will it be okay if members are emailed about the meeting with 48 hours notice and what if they are not notified at all?

Well, I think this answers that.

I don't have a problem with notification being less than 30 days but I am not sure if membership is going to be notified at all.

So now we have a problem, eh?

I am not sure if the meeting could be postponed til next month ...

Meetings can't be postponed, or canceled. But, the meeting could be called to order, and then a motion to Fix the Time to Which to Adjourn could be adopted, scheduling the adjourned meeting to a date when the members could be notified in a timely fashion.

[Guest judy]

Well, I think this answers that.

So now we have a problem, eh?

Meetings can't be postponed, or canceled. But, the meeting could be called to order, and then a motion to Fix the Time to Which to Adjourn could be adopted, scheduling the adjourned meeting to a date when the members could be notified in a timely fashion.

Thank you so much. Jude

[hmtcastle]

the meeting could be called to order, and then a motion to Fix the Time to Which to Adjourn could be adopted, scheduling the adjourned meeting to a date when the members could be notified in a timely fashion.

I'm not sure an illegitimate meeting (e.g. one for which the required notice wasn't given) can even be held. And adjourning it would give it a legitimacy it didn't deserve.

[Trina]

I'm not sure an illegitimate meeting (e.g. one for which the required notice wasn't given) can even be held. And adjourning it would give it a legitimacy it didn't deserve.

The bylaws in this case apparently specify the date of the annual meeting unambiguously, although members would, of course, need to know time and location also in order to have full information (it's unclear from Judy's post whether these other variables are also specified in the bylaws, or otherwise known to the membership).

Realistically, what better course could be recommended to Judy's group, other than calling the meeting to order and then adjourning to a future date? It may not be perfect procedure, but it would at least protect the rights of absentees, and still allow the organization to hold its annual meeting this year.

Also, if enough people show up to satisfy quorum requirements (always possible, since the bylaws do tell the membership the date of the annual meeting), someone had better be prepared to argue that the additional notice requirements in the bylaws weren't met, and that the meeting should adjourn to a future time (a motion to adjourn to a future time is, fortunately, debatable and amendable).

[Guest judy]

The bylaws in this case apparently specify the date of the annual meeting unambiguously, although members would, of course, need to know time and location also in order to have full information (it's unclear from Judy's post whether these other variables are also specified in the bylaws, or otherwise known to the membership).

Realistically, what better course could be recommended to Judy's group, other than calling the meeting to order and then adjourning to a future date? It may not be perfect procedure, but it would at least protect the rights of absentees, and still allow the organization to hold its annual meeting this year.

Also, if enough people show up to satisfy quorum requirements (always possible, since the bylaws do tell the membership the date of the annual meeting), someone had better be prepared to argue that the additional notice requirements in the bylaws weren't met, and that the meeting should adjourn to a future time (a motion to adjourn to a future time is, fortunately, debatable and amendable).

The By -Laws only state that the July meeting will be defined as the general membership meeting.It does not state time or place.Jude

[David A Foulkes]

The By -Laws only state that the July meeting will be defined as the general membership meeting.It does not state time or place.Jude

"The call of a meeting is a written notice of the time and place, which is mailed or distributed to all members of the organization a reasonable time in advance." p. 5 ll. 1-4

Your bylaws state the notice must be mailed, so "distributed" cannot in this case include email or hand-to-hand or phone without further violating the notice requirement of the bylaws. A no-no.

"Reasonable time in advance" would likely be interpreted as allowing enough time for the postal service to deliver the notice to members, and enough time for them to have received it, and still have a few days left over to make arrangements. This is particularly important where membership is geographically disperse. I'd guess we're a little past that point now.

That the date of the meeting is defined in your bylaws is a part of the equation, but how will anyone know where to go, or when to arrive there? Custom may prevail that you always hold meetings at the theater at 2:00pm, but if the members aren't reviewing their bylaws around the beginning of July, they may not be aware at all that the meeting is coming up. And some may not be able to attend even if you could get them on the phone or send an email, but could have if they had received proper notice in a "reasonable time."

Mr. Mountcastle makes a persuasive argument in his previous post, although I'm not sure what Plan B is in light of that. Stay tuned.