Senator Reginald J. Smith
Senate Republican Leader
Hartford, CT 06106
Dear Senator Smith:
In your letter of December 20, l989 you requested our opinion on the validity of actions taken at a meeting of the Permanent Commission on the Status of Women [hereinafter Commission] which was held in a location other than that specified in the notice of regular meeting distributed by the Commission Chairperson. While your question is similar to one posed previously by you, which formed the subject of an opinion of this office dated December 15, l989, the factual circumstances you describe are sufficiently dissimilar to those posited in that opinion to require a new response. Our reply to your most recent inquiry is that business conducted at a regular meeting that was not properly noticed under the Commission By-Laws is not binding on the full Commission.
The facts you describe that are relevant to this inquiry are as follows. The Commission Chairperson distributed a notice of a regular monthly meeting to be held on December 8, 1989 in Westbrook. Another Commissioner distributed notice of that meeting, stating that it would convene in Hartford. Three members, including the Chairperson, attended the
session in Westbrook, while a quorum of members1?attended the meeting in Hartford. Business was conducted at the Hartford meeting. This business included the adoption of new By-Laws.
Your inquiry concerning the binding authority of actions taken at the Hartford meeting can be answered by reference to the Commission’s By-Laws and to general legal principles governing collective bodies. The statutes and regulations that govern Commission procedure do not address this issue.2
Commission By-Laws e D.5.a. states the following:
The Commission acts through recorded votes of members of the Commission?upon duly called?meetings?of the Commission. Binding Commission action can be taken only when, at the time of the contemplated action, a quorum of the Commission is present. A quorum is defined as seven (7) members of the Commission.
This provision indicates that the Commission can only act at “duly called” meetings.
The term “duly called” in section D.5.a. is not defined in the By-Laws. However, section D.10.b. states that meetings will be governed by Robert’s Rules of Order (Newly Revised) except as otherwise specified in the By-Laws. Robert’s Rules of Order (Newly Revised) defines the “call of a meeting” as “a written notice of its time and place, which is mailed or distributed to all members of the organization a reasonable time in advance.” M. Robert, Robert’s Rules of Order (Newly Revised) e 1,p.4 (1970).
The Commission By-Laws specify that the Chairperson of the Commission is responsible for calling regular meetings?3?by “mailing to each member of the Commission a notice of the time?and?place?for the meeting, and of the planned agenda.” By-Laws e D.2.a. (emphasis added).
The above-quoted By-Laws sections indicate that, with regard to regular meetings, only those votes that are taken at meetings which are properly called by the Chairperson are binding on the Commission. This result is in accordance with the generally accepted legal principle that all actions of a collective body that are taken at a meeting of which all members have not received proper notice are invalid.?See?Levinson v.?Board of Chiropractic Examiners, 211 Conn. 508, 539, 560 A.2d 403 (1989);?Strain v. Mims, 123 Conn. 275, 281, 193 A. 754 (1937). Therefore, all measures adopted at the December 8, l989 meeting held in Hartford, which was not properly called by the Chairperson, are not official acts of the Commission.
This result is also supported by a common-sense analysis of the By-Laws. If any seven members of the seventeen -member Commission could hold a meeting and conduct business without proper notice to other Commission members, different groups of Commissioners could meet and adopt conflicting provisions. Factions of the Commission could hold unannounced meetings and adopt measures that were contrary to the will of the full Commission. This result is absurd and could not have been contemplated by the By-Laws’ drafters.
It should be noted that this opinion does not address the issue of the validity of actions taken at a special meeting not called by the Chairperson. Special meetings are those meetings that are not regularly scheduled, but may be called by the Chairperson in the event of emergency, and must be called by the Chairperson at the request of any four members of the Commission. Commission By-Laws ee D.1.b. and D.2.b. The opinion issued December 15, l989 refers to this type of meeting, and is based, in part, on the By-Laws sections that govern special meetings. The meeting you describe, however, was scheduled as a regular monthly meeting. Therefore, these By-Laws sections do not apply.
To summarize, all actions taken at a regular meeting that is not held in accordance with notice from the Chairperson stating the meeting’s time and place are invalid. The By-Laws of the Commission, as well as general legal principles governing collective bodies, dictate this result, which is consistent with a common sense approach to parliamentary procedure.
Very truly yours,
CLARINE NARDI RIDDLE
Assistant Attorney General
1?From your letter it appears that your primary concern is not with the Freedom of Information Act requirements that relate to the question you pose. Therefore, we have left these considerations out of the opinion. It should be noted, however, that it is unnecessary to reach these issues, due to the result dictated by the other factors discussed in the opinion.
2?From your letter it appears that your primary concern is not with the Freedom of Information Act requirements that relate to the question you pose. Therefore, we have left these considerations out of the opinion. It should be noted, however, that it is unnecessary to reach these issues, due to the result dictated by the other factors discussed in the opinion.
3?”Regular meetings,” as defined in the Commission By-Laws, are those that are ordinarily scheduled for the second Friday of every month, from September through June. Commission By-Laws ee D.1.a, D.2.a. These are to be distinguished from special meetings, which are discussed?infra.