How can we interpret "may 'convene' a meeting"?

Question

The laws for a number of statutory boards in my state are very brief in their specifications of procedures. One basic thing most of them seem to be saying are that either a board leader may convene a meeting or a specified majority of board members may convene a meeting. I don't know that there is any case law on "convening" a meeting, but the quorum rule seems to be a completely separate topic. (The quorum rule (also specified in statute) says a majority of "members serving" is a quorum.)

Here are two examples of what I am trying to interpret:

1. The board shall meet at least once a year to conduct its business and to elect a chair. Additional meetings must be held as necessary to conduct the business of the board and may be convened at the call of the chair or a majority of the board members.

2. The board shall meet at least once a year to transact its business, which includes the election of officers and the reorganization of the board. The board shall meet at additional times as it may determine. Additional meetings may be called by the president or by 2/3 of the members of the board.

http://legislature.maine.gov/legis/statutes/32/title32sec13718.html

In example two, the statute says specifically that the president's term lasts for exactly one year starting with the date of election.

What I am seeing is, for example, with example two, they forgot to elect a president last year and yet the minutes all say that the "president" "called" the meetings last year. Does that make those meetings invalid? In one of those meetings, two thirds of the members were not even present.

Another question I have is, "what about the meeting where officers are elected?" The statute says "additional meetings" may be called by the president or 2/3, but is silent on the first meeting.

How do you interpret these "convening" clauses? I can't imagine they're meaningless.

Answer 1

Section 13716 is a textbook case of ambiguous drafting. Subsection 1

The board shall elect from its members a president and other officers as it considers appropriate and necessary to conduct its business.

can be read as requiring the board to elect a president, and allowing it to also elect other officers in case the board finds it appropriate and necessary. Or, it can be read as requiring them to elect both a president and other officers, at least as long as the board considers it necessary, though a board can certainly operate without a president. That is, "as it considers appropriate..." can have scope over everything that precedes i.e. (president and other officers) or just the immediately preceding conjunct (other officers). The ambiguity becomes relevant since one reading sanctions the possibility of a board without a president (when you make a mistake, like forgetting to overtly elect a president, then it's necessary to scramble for a legal foundation. I'm not approving, just pointing out that they are not technically required to elect a president).

The one required annual meeting need not be called at all. The additional meetings (which are "called") would need to be called by the president or 2/3 of the board. From what I can tell, there is no way to know who called (convened) the additional meetings. Reading some of the minutes, note that they start with a report of the "call to order". Calling a meeting to order is different from calling a meeting. The latter happens before the meeting and causes the meeting to come about; the former defines the start of the meeting. The minutes do not reflect who called the meeting (convened the meeting).

The website-available minutes do not indicate that a president was elected in the January 2015 meeting. Those minutes could be in error. Or, it could be that they failed to overtly do so (that is, it was understood that the president would keep his office for another term, though not formally voted on). That would be legally sketchy, but the actions of a regulatory body would not be cast aside because of a small procedural error. The empowering statute does not give any significant powers to the president (e.g. the president does not have veto power, unlike POTUS). The board has the power to elect a president and continued for a year to treat the person as "the president", apparently without protest. If the matter were taken to court, the issue would be whether the procedural error was so grave that all of the actions of the board for the year would have to be thrown out, and I just don't see what that grave injustice would be (then again, other details might come out in court).

Answer 2

First of all, the minutes of a meeting are a record of what happened at that meeting but they are not a complete record. It would be good practice to record the election of officers but it is not required.

Second, the method of election is not prescribed. The president may have been elected by acclimation, or by consent; that is, they do the job and nobody objects. Formality in an election is also not required.

A mandated meeting doesn't need to be called; it just happens. If it has always been held on a certain date then, unless that is changed, it always will be.

Formality in calling a meeting is again optional, the President saying "See you next month" is calling a meeting.

Calling a meeting that requires 2/3 of the members is straightforward. It is not necessary for those 2/3 to turn up, only a quorum is needed for the meeting to be held.

So long as the board is functioning, it is unlikely a court will declare its actions invalid in general. People who deal with the board and, for example, sign contracts with it, would be put in an impossible position if they had to determine if everything the board did was legal before the could do so.