Dave Bennett

What if the assembly is in meeting, the motion for the election is pending, but the question has not yet been called. Can the candidate request permission to withdraw?

Thanks Josh. Yes, there is an interested constituency. The voting delegates represent 78 branches, each with between 200 members -34,000 members in a branch.

Yes, that's how I will go. Thanks

The vote is taken through an electronic voting system at a hybrid meeting, with some of the members in-person and some members virtual. As the proposal isn't one requiring a secret ballet, I am looking for a way to see who voted for and who voted against the proposal. For example, could I move for a rising vote before the Chair calls for the vote using the electronic method?

I was wondering if anyone has encountered, or knows of, a rationale where a motion for a counted vote can be moved immediately following announcement of an electronic vote? Dave

Good catch. That was a different resolution adopted by the the national board to be amended to Branch bylaws. I obviously missed attaching it. The Canada Not-for-Profit Act has an article that allows an association to hold meetings entirely by electronic means providing it is in the association’s bylaws. Currently, Branch bylaws do not include that provision.

Nope, you didn’t miss it. It is not there and therefore not permitted.

Fortunately, they are not incorporated in the current national bylaws and until they are, they couldn’t argue for that broad a interpretation. Yes, CNCA gives them the authority to amend their own bylaws, which would be in effect until their AGM, at which time the members can approve, further amend or reject the board amendments. However, they did not do this. As for quorum, they would still need the current quorum for the members meeting in order to do business and approve a change to the quorum. As they permit the Branches to adopt their own bylaws, I would argue that their amendment to the national bylaws would have to be specific in wording to allow them to amend Branch bylaws. The current interpretation of Article 5.1 is that Branch bylaws can not be in conflict with the national bylaws. Hence, the need to be very specific in wording to give them such authority.

Richard... Neither our Branch bylaws, nor the national bylaws grant the national Board of Directors the authority to revise Branch Bylaws. Dave

Good afternoon, I could use some expert advice and thank you in advance for your feedback. I belong to a Branch (regional component) of a national association. Recently, the National Board of Directors approved a resolution that would change the Branch Bylaws in order to reduce their quorum for annual meetings and include the ability to hold electronic meetings through ZOOM. Each Branch has their own bylaws as per the national association’s bylaws... (see below). Their intent of the resolutions is to assist Branches during the COVID restrictions. The approved resolution is as follows: “It was agreed by consensus that, effective 1 January 2021, the bylaws of all branches of the National Association of Federal Retirees are deemed to include the following: Notwithstanding any provision in these bylaws to the contrary: 1) Notice of any meeting of members of the branch may be given electronically to all members of the branch for whom the Association has an email address, no later than 30 days prior to the meeting and by posting notice of the meeting on the branch website—including the branch’s section on federalretirees.ca—and such notice shall be deemed to be notice to all members of the branch. In addition, during 2021 or until such times as in-person meetings of branches are permitted, the following provisions shall apply: 2) The Board of Directors of the branch may decide to reduce the quorum otherwise provided in these bylaws for a meeting of the branch members, including the annual general meeting, to a number no less than the greater of the following: a) 50% plus one of the number of members required by the branch’s bylaws on 31 December 2020; b) two times the number of directors on the branch’s Board of Directors plus one. 3) If the Board of Directors of the branch decides to reduce the quorum for a meeting of the branch members in accordance with section 2, the notice of meeting referred to in section 1 will include a statement to the effect that the reduced quorum will be in effect for the meeting in question.” Our Branch Bylaws are very specific as to the quorum and how amendments are approved... (shown below). There is no permission granted in our Branch bylaws to allow for electronic meetings. Neither our Branch bylaws, nor the national bylaws grant the national Board of Directors the authority to revise Branch Bylaws. The relevant Articles from the National and Branch Bylaws are as follows NATIONAL BYLAWS - PART V – BRANCHES Section 1 –Governance, Function, Formation, and Dissolution Governance 5.1 All Branches are subject to these By-laws. 5.1.1 Branches shall have their own by-laws and are required to forward such by-laws and subsequent amendments to the Association national office for review and Board approval. In the event of a discrepancy or disagreement between Branch by-laws and these By-laws, the provisions of these By-laws shall govern. Robert’s Rules of Order, Newly Revised, Latest Edition is the national associations adopted parliamentary authority. The national association’s Articles of Incorporation (Continuance) does not include any authority to change Branch Bylaws. BRANCH BYLAWS Part VIII – Branch Meetings 8.5 Quorum At any Branch Annual, Special or General meeting, the quorum required to conduct business, is 50 members. PART X - Amendments to Branch By-laws 10.1 A proposal to amend these by-laws requires approval by a majority of the votes cast at a Branch Annual Meeting or Branch Special Meeting. 10.1.1 The text of the proposed amendment must be included in the Notice for the Branch Annual Meeting. 10.2 Interim amendments Between Branch Annual Meetings, the Branch board may make, amend or repeal any section of the Branch by-laws except those relating to the number or terms of directors. 10.2.1 Such by-law, amendment or repeal shall be effective from the date it is approved by the Branch board until the next Branch Annual Meeting, where it may be confirmed, amended or rejected by a majority (50% + 1) of the votes cast at the meeting. 10.2.2 The by-law, amendment or repeals ceases to have effect if it is not submitted to the members at the next Branch Annual Meeting or if it is rejected by the members at the Branch Annual Meeting or if it is rejected by the National Board. 10.2.3 Review and Approval The Branch is required to forward their by-laws and any subsequent amendments to the Association national office for review and Board of Association approval. 10.2.4 Precedence In the event of a discrepancy or disagreement between Branch by-laws and the National By-laws, the provisions of the National By-laws shall govern. I argue that, regardless of the good intent, the national association’s Board of Directors do not have the authority to make amendments to the Branch Bylaws... only the members of the Branch can approve such amendments. The national representative to the branches said that their lawyer told them they can amend Branch Bylaws and developed the wording for them. I now ask for your input and feedback on the national association’s Board having the authority to change Branch Bylaws. Much appreciated... Dave

If the society has adopted RONR (11th ed.) as its parliamentary authority, I don't think a standing rule would be applicable, especially as it relates to a majority vote with previous notice. RONR (11th ed.) p. 18, ll. 16-19 states "A standing rule can be adopted by a majority vote without previous notice, provided that it does not conflict with or amend any existing rule or act of the society." I would think RONR would be considered a rule of the society.

I have it on my Windows Laptop, but could not find anyway to get it onto my IPad.

I believe the question relates to :can the same person both move and second a motion" if they have been assigned a proxy to vote for another member? As per page 428, a proxy is a power of attorney given by one person to another to vote in his or her stead. If the bylaws allow for voting by proxy, this would relate to a vote when taken, not to other actions in the meeting.

Thank you all very much. That helps to clarify it for me.

No, you are not missing something. In this case there isn't sufficient time to send another call of meeting. If someone wants to propose a motion that requires previous notice, what would be an option? Take up business that is not allowed in the meeting and have it ratified at another special meeting called for that purpose? Dave