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Definition:
In the context of corporate board meetings, "Adjournment" refers to the formal end of a meeting. The chairperson or any board member can move to adjourn the meeting, and if the motion is seconded and approved by a majority of the members present, the meeting is then officially closed or adjourned. At this point, no further business can be conducted until the next meeting, unless an emergency or urgent matter requires the board to reconvene. An Adjournment motion is usually made when all the business for the meeting has been discussed, or when the time allotted for the meeting has expired.
When it comes to conducting business on behalf of a corporation or organization, the board of directors plays a critical role in decision making. Meetings are an essential part of the board's responsibilities, where members gather to discuss issues and make important decisions. However, these meetings need to end at some point, and that's where the concept of adjournment comes in. In this article, we'll cover the various aspects of board of directors terms: adjournment, including understanding its purpose, the role of the board’s chair, legal requirements, different types, notification, handling unexpected delays, conducting an adjournment vote, potential consequences of improper procedures, and strategies for avoiding common mistakes.
Adjournment is the formal termination of a meeting, marking the official end of a session. The purpose of adjournment is to conclude the meeting after all the business items on the agenda have been carried out. The decision to adjourn is made by a formal vote that agrees a specific adjournment order. The minutes that are recorded during the meeting include any details agreed regarding when and where the next meeting will take place.
It is important to note that adjournment can also be used as a tactic in meetings. For example, if a group is unable to come to a decision on a particular issue, adjournment can be used to allow for more time to gather information or for members to reconsider their positions. Additionally, adjournment can be used to delay or avoid a decision altogether. It is important for meeting participants to be aware of the potential for adjournment to be used in this way and to ensure that it is being used for its intended purpose of concluding the meeting after all business items have been addressed.
The board chair, or sometimes referred to as the president, has the responsibility to declare the meeting adjourned only when business items on the agenda have been completed. It’s important to ensure that all board members have had the opportunity to express their opinions and make decisions before adjournment occurs. The chair should also conduct the vote and make note of the specific adjournment order agreed upon.
Additionally, the board chair should ensure that all necessary follow-up actions are assigned and communicated to the appropriate parties before adjournment. This includes assigning tasks to board members, staff, or committees, and setting deadlines for completion. The chair should also confirm the date, time, and location of the next meeting, and ensure that all members are aware of any changes to the schedule. By taking these steps, the board chair can help ensure that the work of the board continues smoothly and efficiently between meetings.
There are several legal requirements when it comes to adjournment that vary from jurisdiction to jurisdiction. However, some common principles apply across jurisdictions. For instance, local, state, or national laws require that a predetermined majority of the board members must be present during a meeting to hold a valid vote to adjourn. Additionally, proper notice of the meeting must be given to all members according to the governing documents of the organization.
It's important to note that there are different types of adjournment that board members may consider, depending on their specific goals for ending the meeting. For example, an adjournment that follows a motion to recess are common, allowing for voting members of the board to take a break from discussion and continue the meeting later. A sine die adjournment is the final adjournment until the next annual meeting of the organization.
Most governing documents of an organization require that all members be given proper notice before the meeting, including the date, start time, and location to hold the meeting. The notice might also indicate that a vote to adjourn will be taken, and that members who do not attend when the vote is cast will have their vote recounted after adjournment. If proper notice isn’t given, board meetings may be invalidated, and all business conducted during the meeting ruled null and void.
It's not uncommon for board meetings to be delayed or interrupted because of unforeseen circumstances, such as technical difficulties or issues during voting. Should this happen, the board must be flexible and try to address these issues as quickly as possible. To avoid further delay, the board may opt to hold a motion to recess or adjourn, depending on how long it will take to address the problem.
Conducting an adjournment vote requires board members to follow legal requirements and the governing documents of the organization. Proper notice must be given to all members, and a quorum of voting members must be present during the vote. The motion to adjourn should be made openly and discussed among board members before any vote is taken.
If board members fail to conduct an adjournment in accordance with legal requirements and the governing documents of the organization, there can be severe consequences. Legal action can be taken against the organization as an entire entity or individual board members who exercised their authority improperly. As a result, it is essential for board members to follow the proper rules and procedures to ensure legal compliance.
To prevent any mistakes during adjournment, it's vital that board members are well educated in the rules and procedures that need to be followed. This includes providing training and education on the governing documents of the organization and the legal requirements to ensure that proper notice and attendance are achieved. Additionally, it's imperative to develop a clear and concise agenda before meetings, and establish open lines of communication among board members to avoid misunderstandings when conducting votes.
Board of Directors Terms: Adjournment is an essential part of conducting successful meetings and handling business items promptly and effectively. Board members must be well-versed in proper adjournment procedure, as every step taken has legal consequences that can have a lasting impact on the organization. With proper notice and adherence to legal requirements, the board can ensure that the meeting ends smoothly, while also reducing the chances of legal repercussions. Effective adjournment procedures can facilitate a well-functioning organization with its members making decisions openly and effectively, achieving a high level of professionalism throughout its everyday operation.
