BCCP BOARD

Who has the final responsibility for adherence to bylaws?

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During a Board meeting, a vote was held to approve a candidate for a leadership ,position. A mistake was made. Instead of the candidate being approved by a 2/3 majority of the entire Board (as is mandated by the bylaws), the candidate was approved a 2/3 vote of the voting members of the Board. A number of abstentions created this scenario. The candidate was then declared approved by the Board. There is now a heated debate as to who is ultimately responsible for this error. 

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28 minutes ago, BCCP BOARD said:

During a Board meeting, a vote was held to approve a candidate for a leadership ,position. A mistake was made. Instead of the candidate being approved by a 2/3 majority of the entire Board (as is mandated by the bylaws), the candidate was approved a 2/3 vote of the voting members of the Board. A number of abstentions created this scenario. The candidate was then declared approved by the Board. There is now a heated debate as to who is ultimately responsible for this error. 

Can you quote exactly what the rule says about the vote required for this position?

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I agree that having the exact wording of the applicable bylaw provision might prove helpful.  In the meantime, this very lengthy thread with 73 responses from a year and a half ago might prove enlightening: 

Based on a very cursory review of that thread, my initial opinion is that the mistake probably does not constitute a continuing breach and that the chair's announcement of the result stands.  I think it would have required a timely point of order. 

I'm not willing to bet much more than a Whopper at McDonald's on whether that is the correct answer, though.  :)

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The exact wording of the bylaw is as follows:

"All candidates must receive a two-thirds (2/3) majority of the entire Board of Directors and shall be final and binding"

We have had a legal opinion that because an error had been committed by the number of abstentions, the subsequent  election (two month later) of of this individual was null and void..  The vote in allowing this individual to proceed to the election by the membership was; 5 in favour, 4 abstentions, and 2 against.   The question that has now arisen in a formal complaint against a Board member is "Who is responsible for declaring that the individual had met the required level of approval to continue on to election by the membership as a whole?"

 

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As far as I can tell the ultimate responsibility for ensuring that the bylaws are complied with rests with the assembly. I see no reason why Mr. Huynh's advice cannot be followed and at the next assembly meeting someone can raise a Point Of Order, the chairman renders a decision, an appeal moved and the chairman's decision is reversed if necessary, and the problem then goes away.

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6 hours ago, BCCP BOARD said:

During a Board meeting, a vote was held to approve a candidate for a leadership position.

A mistake was made.

Instead of the candidate being approved by a 2/3 majority of the entire Board (as is mandated by the bylaws),

the candidate was approved a 2/3 vote of the voting members of the Board.

A number of abstentions created this scenario.

The candidate was then declared approved by the Board.

There is now a heated debate as to who is ultimately responsible for this error. 

You are asking, "Who is responsible for this error?"

I thought you were going to ask, "Does the election stand?"

***

Under Robert's Rules of Order, the election stands.

"An error in calculation" does not overturn "the prevailing side per the chair's announcement."

The reason is, the vote threshold is in the nature of a rule of order. And rules of order (with some fundamental-principle exceptions) are suspendable rules, and create no continuing breach when violated.

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44 minutes ago, Guest Zev said:

As far as I can tell the ultimate responsibility for ensuring that the bylaws are complied with rests with the assembly. I see no reason why Mr. Huynh's advice cannot be followed and at the next assembly meeting someone can raise a Point Of Order, the chairman renders a decision, an appeal moved and the chairman's decision is reversed if necessary, and the problem then goes away.

Guest Zev, don't you agree that the real question here is whether the mistake required a timely point of order in order to correct it or if it constitutes a continuing breach and can be subject to a point of order months  after the mistake was made?   If it's not a continuing breach, a point of order at the next meeting would not be timely.

Of course, even if the point of order is not timely, I guess the chair and the assembly have the "right to be wrong" and can decide the issue any way they want to, even if wrong.  But, if they want to be right, it must first be determined if the breach (mistake) constitutes a continuing breach.

As to who is responsible, I agree that it is probably the assembly itself (or the board) unless some officer has the specific duty of certifying the eligibility of candidates.  I am at a loss, though, as to why the BCCP Board is fixated on laying blame rather than on moving on and not making the same mistake again.   I suppose the chair erred by erroneously announcing that the motion passed. But, it looks to me like it cam also be considered a group mistake.

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7 hours ago, BCCP BOARD said:

During a Board meeting, a vote was held to approve a candidate for a leadership ,position. A mistake was made. Instead of the candidate being approved by a 2/3 majority of the entire Board (as is mandated by the bylaws), the candidate was approved a 2/3 vote of the voting members of the Board. A number of abstentions created this scenario. The candidate was then declared approved by the Board. There is now a heated debate as to who is ultimately responsible for this error. 

The board is ultimately responsible for this error. The chair made an error in declaring this person approved, but the board members also erred by failing to raise a Point of Order.

2 hours ago, Guest Zev said:

As far as I can tell the ultimate responsibility for ensuring that the bylaws are complied with rests with the assembly. I see no reason why Mr. Huynh's advice cannot be followed and at the next assembly meeting someone can raise a Point Of Order, the chairman renders a decision, an appeal moved and the chairman's decision is reversed if necessary, and the problem then goes away.

Well, one reason this may be a problem is that a Point of Order may no longer be timely. Based on OI 2006-18, I believe that it is not. The rule does require a 2/3 vote of the entire membership, but it seems that at least 2/3 of the entire membership was present, so the rule does not protect absentees in this instance. Therefore, the general principle still applies that a Point of Order regarding this issue must be raised at the time.

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I am told by the OP that a mistake was made by the Board during one of their meetings. I do admit that I cannot determine what these candidates are. Does the Board elect them directly or is this in the form of a recommendation that they report to a higher body? If this constitutes a report of some kind to the assembly then my original comments stand. However, if this is something exclusively under the control of the Board, then the timely Point Of Order is indeed required. In that eventuality if the Board does nothing further then it seems reasonable that a member of the assembly may have an opinion concerning this matter and offer a motion of censure, or perhaps even, a motion of commendation as the case may be.

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On 12/30/2016 at 8:30 PM, Guest Zev said:

I am told by the OP that a mistake was made by the Board during one of their meetings. I do admit that I cannot determine what these candidates are. Does the Board elect them directly or is this in the form of a recommendation that they report to a higher body? If this constitutes a report of some kind to the assembly then my original comments stand. However, if this is something exclusively under the control of the Board, then the timely Point Of Order is indeed required.

I disagree. Based on the facts described, a Point of Order would need to be raised at the time of the vote regardless of whether this is a recommendation to a higher body. If the higher body has not yet voted, then members could certainly take the fact that this person did not receive the required vote into account when determining who to vote for, but it is too late for a Point of Order.

As I understand the facts, however, the board did make a recommendation to the general membership, but the membership has already voted, so it seems even more clear that a Point of Order regarding the vote at the board meeting is no longer timely.

Additionally, as a technical semantic point, it is a common mistake to say that a Point of Order does not need to be timely if there is a continuing breach. Actually, a Point of Order always needs to be timely. If there is a continuing breach, the Point of Order is timely at any point during the continuance of the breach. In other cases, the Point of Order must be raised promptly after the breach occurs to be timely.

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3 hours ago, Josh Martin said:

Additionally, as a technical semantic point, it is a common mistake to say that a Point of Order does not need to be timely if there is a continuing breach. Actually, a Point of Order always needs to be timely. If there is a continuing breach, the Point of Order is timely at any point during the continuance of the breach. In other cases, the Point of Order must be raised promptly after the breach occurs to be timely.

Yes, this "mistake" is so common that RONR itself makes it. :-)

How else do you explain the wording in the footnote on page 251 and on page 445, lines 8-17?

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I don't think the wording in that sentence on page 445, lines 9-11, is all that bad (it's clearly referring to what constitutes timeliness as a general rule), but that footnote on page 251 is awful. Fix it.

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33 minutes ago, Daniel H. Honemann said:

I don't think the wording in that sentence on page 445, lines 9-11, is all that bad (it's clearly referring to what constitutes timeliness as a general rule), but that footnote on page 251 is awful. Fix it.

I certainly appreciate the desire for precision in this matter (and all others), and I agree there's no particular reason to say that there are cases in which a point of order "doesn't need to be timely" or "must be timely" when there are more specific ways of saying what is intended.

However, I don't think this is an issue worthy of admonishment. If it is never too late to raise a point of order, then it is hardly worth emphasizing that such a point of order is being made in a "timely" fashion, since there is no time limitation attached to it at all. There is an obvious distinction between cases where there is a time limitation and ones where there isn't, and I don't think that calling the former requirement "timeliness" will lead anyone to a wrong conclusion.

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12 hours ago, Shmuel Gerber said:

I certainly appreciate the desire for precision in this matter (and all others), and I agree there's no particular reason to say that there are cases in which a point of order "doesn't need to be timely" or "must be timely" when there are more specific ways of saying what is intended.

However, I don't think this is an issue worthy of admonishment. If it is never too late to raise a point of order, then it is hardly worth emphasizing that such a point of order is being made in a "timely" fashion, since there is no time limitation attached to it at all. There is an obvious distinction between cases where there is a time limitation and ones where there isn't, and I don't think that calling the former requirement "timeliness" will lead anyone to a wrong conclusion.

RONR does say that it is "never too late" to raise a point of order when action has been taken in violation of a rule which renders that action null and void, but a more complete and accurate statement is found on page 251, lines 3-7:

"The only exceptions to the rule that a point of order must be made at the time of the breach arise in connection with breaches that are of a continuing nature, in which case a point of order can be made at any time during the continuance of the breach."

As Josh Martin correctly points out, it is a mistake to say that a point of order does not need to be timely if there is a continuing breach. In such a case, a point of order concerning the breach will be timely only if made at some point during the continuance of the breach, and not thereafter.

The footnote on page 251 does not, of course, actually say that a point of order does not need to be timely if there has been a violation of a rule giving rise to a breach of a continuing nature, and so may not, for that reason, be worthy my admonition to fix it, but I don't much care for what it seems to imply in this regard.

However, that footnote also seems rather clearly to promise the reader that he will find a description of what is meant by a rule in the nature of a rule of order on page 17, lines 22–25. Now, that's not at all nice.  :)

 

 

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4 hours ago, Daniel H. Honemann said:

RONR does say that it is "never too late" to raise a point of order when action has been taken in violation of a rule which renders that action null and void, but a more complete and accurate statement is found on page 251, lines 3-7:

"The only exceptions to the rule that a point of order must be made at the time of the breach arise in connection with breaches that are of a continuing nature, in which case a point of order can be made at any time during the continuance of the breach."

Well, it's good to know there's at least one correct statement on this subject in the book. :)

But what about the rule on page 252, lines 20-27? "If one or more members have been denied the right to vote, or the right to attend all or part of a meeting during which a vote was taken, it is never too late to raise a point of order concerning the action taken in denying the basic rights of the individual members …" (Cf. Official Interpretation 2006-6.) That seems to suggest that a point of order can be raised long after the breach has any continuing effect.

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4 hours ago, Daniel H. Honemann said:

As Josh Martin correctly points out, it is a mistake to say that a point of order does not need to be timely if there is a continuing breach. In such a case, a point of order concerning the breach will be timely only if made at some point during the continuance of the breach, and not thereafter.

Well, you can still raise a point of order about a continuing breach at any time. You just can't raise a point of order about a formerly continuing breach. :)

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4 hours ago, Daniel H. Honemann said:

The footnote on page 251 does not, of course, actually say that a point of order does not need to be timely if there has been a violation of a rule giving rise to a breach of a continuing nature, and so may not, for that reason, be worthy my admonition to fix it, but I don't much care for what it seems to imply in this regard.

However, that footnote also seems rather clearly to promise the reader that he will find a description of what is meant by a rule in the nature of a rule of order on page 17, lines 22–25. Now, that's not at all nice.  :)

Do you think that the rule on page 251, part (a), would be wrong if the footnote were simply omitted altogether?

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7 minutes ago, Shmuel Gerber said:

Well, it's good to know there's at least one correct statement on this subject in the book. :)

But what about the rule on page 252, lines 20-27? "If one or more members have been denied the right to vote, or the right to attend all or part of a meeting during which a vote was taken, it is never too late to raise a point of order concerning the action taken in denying the basic rights of the individual members …" (Cf. Official Interpretation 2006-6.) That seems to suggest that a point of order can be raised long after the breach has any continuing effect.

That statement on page 252, lines 20-27, is one of the two instances I had in mind when confessing that RONR does say (rather cryptically) that it is "never too late" to raise a point of order when action has been taken in violation of a rule which renders that action null and void. However, both this statement and the one on page 251 (I believe these are the only two) should be understood as being qualified by what is said on page 251, lines 3-7, and I don't think that what is said in 2006-6 changes this in any way.

Never is a long time.

 

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36 minutes ago, Shmuel Gerber said:

Do you think that the rule on page 251, part (a), would be wrong if the footnote were simply omitted altogether?

No, it wouldn't be wrong; but there would then be no notice taken here of the fact that there is an exception to this exception. 

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Was this election conducted by ballot or roll call?  Is the "leadership position" an officer position as defined in the bylaws? 

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1 hour ago, Guest Zev said:

And what do you gentlemen suggest the assembly do concerning this matter?

I believe that the assembly, by failing to raise a timely point of order, has effectively snoozed, and has therefore lost.

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