Bylaws vs Policy Suspension

[Guest Secretary]

I was asked about a RRoO question today and wanted to check my understanding. The party has an organization with both Bylaws and Policy. We have a few different scenarios:

1. a new member  attempts to override the bylaws at the meeting. I believe this is illegal in RRoO. The body can attempt to override a Chair's ruling by you can't change the bylaws on the fly.

2. a new member attempts to override a written policy referenced in the bylaws. I believe this is possible but with 2/3 approval.

In this case the policy reflects election procedures for an election already in motion (nominations taken at a prior meeting per the policy). Can you really change the policy once the election is in flight?

[Joshua Katz]

1.  Bylaws can only be suspended where the bylaw provides for its suspension, or if they are clearly in the nature of a rule of order. 

2.  This depends on a few things.  In most organizations, 'policies' are standing rules, which may often be suspended, but a standing rule having its application outside the meeting context cannot be suspended.  It sounds like your policies might refer to rules of order, though, which can be suspended.  

I'm not sure what you mean by 'in flight.'  It is probably in order to change the election procedures after nominations were taken at a prior meeting, unless the rule is to protect absentees.  You cannot change them once voting has begun.

[Transpower]

A policy or "standing rule" can be adopted by a majority vote.

[Richard Brown]

Guest Secretary, a little more information regarding your point # 2 and your final paragraph will be helpful. For example, exactly what procedure is it that someone wants to change during the election? What does the policy call for and what is it that someone wants to do differently?

[Guest Secretary]

Joshua, "  Bylaws can only be suspended where the bylaw provides for its suspension, or if they are clearly in the nature of a rule of order."

The Bylaws do not allow for suspension. Help me understand what you mean by "they are clearly in the nature of a rule of order"?

Richard: " Guest Secretary, a little more information regarding your point # 2 and your final paragraph will be helpful. For example, exactly what procedure is it that someone wants to change during the election? What does the policy call for and what is it that someone wants to do differently?"

The procedures are those for electing officers. The procedures require nominations at the prior meeting and vote at the subsequent meeting. A new member (who was not a member at the prior meeting) wished to suspend the Procedures for elections at the subsequent meeting and open the floor for nominations. I believe the procedures say that it requires a 2/3 majority to be adopted (will check). No voting had taken place yet. The noticing of nominations and nomination close had been completed.

 

[Joshua Katz]

56 minutes ago, Guest Secretary said:

Help me understand what you mean by "they are clearly in the nature of a rule of order"?

A rule is in the nature of a rule of order if it governs the conduct of business at meetings.

[Richard Brown]

Depending on exactly what your rule says, you should be able to reopen nominations at the election meeting. That can be done with a majority vote unless your rule provides specifically that nominations shall not be permitted at the election meeting. If that is the case, it would take a two-thirds vote or the vote of a majority of the entire membership to suspend that rule.

Much depends upon exactly what your rules say.

[Alexis Hunt]

See also my responses over here.

 

[Guest Secretary]

J

Joshua, " Bylaws can only be suspended where the bylaw provides for its suspension, or if they are clearly in the nature of a rule of order."

Is there a way to make Bylaws not able to be suspended for any means?

Richard, the policy specified that nominations shall be permitted only at the prior meeting, not the election meeting. So to suspend that policy it would take a vote of 2/3 of the membership. Correct?

Had that identical information been in the Bylaws would it be in any way suspendable?

 

[Josh Martin]

1 hour ago, Guest Secretary said:

Joshua, " Bylaws can only be suspended where the bylaw provides for its suspension, or if they are clearly in the nature of a rule of order."

Is there a way to make Bylaws not able to be suspended for any means?

Sure. Say so in the bylaws.

1 hour ago, Guest Secretary said:

Richard, the policy specified that nominations shall be permitted only at the prior meeting, not the election meeting. So to suspend that policy it would take a vote of 2/3 of the membership. Correct?

Yes.

1 hour ago, Guest Secretary said:

Had that identical information been in the Bylaws would it be in any way suspendable?

Yes, I think so.

[Guest Secretary]

17 hours ago, Josh Martin said:

Sure. Say so in the bylaws.

Yes.

Yes, I think so.

Is my understanding now correct:

1. It requires 2/3 vote of the membership to override a Policy

2. In order for the Group to do what they intended (i.e., have a nominations period at a prior meeting and election at the next one without the ability for a new member joining at the subsequent meeting changing the rules), the election material needs to be moved into the Bylaws and the Bylaws needs to add the sentence "these Bylaws may not be suspended by a vote of the Membership."

I notice in the discussion that Alexis referenced a Policy which was only approved by the Executive Board not the full Membership. In that case does the 2/3 rule also apply?

[Josh Martin]

3 hours ago, Guest Secretary said:

Is my understanding now correct:

1. It requires 2/3 vote of the membership to override a Policy

2. In order for the Group to do what they intended (i.e., have a nominations period at a prior meeting and election at the next one without the ability for a new member joining at the subsequent meeting changing the rules), the election material needs to be moved into the Bylaws and the Bylaws needs to add the sentence "these Bylaws may not be suspended by a vote of the Membership."

I notice in the discussion that Alexis referenced a Policy which was only approved by the Executive Board not the full Membership. In that case does the 2/3 rule also apply?

I think this is all correct. If it is indeed the intent of the organization to prohibit any possibility of electing someone who was not nominated in advance, it would be wise to also specify that write-in votes are prohibited. The organization may also wish to consider what to do in the event that no one is nominated for a given office at the nominating meeting.

The fact that the policy was adopted by the board raises questions about whether the policy is valid at all, since the board may not have the authority to adopt the policy in question. Provided that the policy is valid, a 2/3 vote will be required to suspend it.

[Guest Secretary]

1 hour ago, Josh Martin said:

The fact that the policy was adopted by the board raises questions about whether the policy is valid at all, since the board may not have the authority to adopt the policy in question. Provided that the policy is valid, a 2/3 vote will be required to suspend it.

Agreed. I have not seen this Policy technique before. I am curious why they used that method. That said, why would an EBoard not have the authority to set Policy unless it is prevented in Bylaws? Looking at the relevant Bylaws, I do not see a place where explicit authority is given to create a Policy and Procedure but the EBoard is explicitly given the authority to act between meetings of the body and the body "may request that an approved Executive Board Policy & Procedure be brought to the floor for debate and vote for possible repeal.  Should a motion, second and majority vote repeal the Policy & Procedure, it is repealed effective on the certification of the vote."

An additional item: there appears to be contention that one would need to notice such a vote to suspend the Policy because the Bylaws do clearly state that "all items to be considered by the membership need to be noticed to the Membership. I believe that it isn't relevant here because this Election was already on the agenda and this is simply a procedural item related to the agenda item. Is this correct? If not why? Similarly would a vote to overturn the Policy need to be noticed?

[Josh Martin]

13 hours ago, Guest Secretary said:

Agreed. I have not seen this Policy technique before. I am curious why they used that method. That said, why would an EBoard not have the authority to set Policy unless it is prevented in Bylaws? Looking at the relevant Bylaws, I do not see a place where explicit authority is given to create a Policy and Procedure but the EBoard is explicitly given the authority to act between meetings of the body and the body "may request that an approved Executive Board Policy & Procedure be brought to the floor for debate and vote for possible repeal.  Should a motion, second and majority vote repeal the Policy & Procedure, it is repealed effective on the certification of the vote."

It may well be that the board has the authority to adopt policy generally, but this particular policy is concerning a topic (elections) which is already covered in the bylaws, raising the possibility of a conflict with the bylaws. Additionally, the policy places limitations on the powers of the general membership, which is the superior body.

13 hours ago, Guest Secretary said:

An additional item: there appears to be contention that one would need to notice such a vote to suspend the Policy because the Bylaws do clearly state that "all items to be considered by the membership need to be noticed to the Membership. I believe that it isn't relevant here because this Election was already on the agenda and this is simply a procedural item related to the agenda item. Is this correct? If not why? Similarly would a vote to overturn the Policy need to be noticed?

I agree. The motion to suspend the policy is germane to the election, which is an agenda item. If it was desired to rescind the policy, this would require notice.

[Guest Secretary]

5 hours ago, Josh Martin said:

It may well be that the board has the authority to adopt policy generally, but this particular policy is concerning a topic (elections) which is already covered in the bylaws, raising the possibility of a conflict with the bylaws. Additionally, the policy places limitations on the powers of the general membership, which is the superior body.

I agree. The motion to suspend the policy is germane to the election, which is an agenda item. If it was desired to rescind the policy, this would require notice.

Actually the topic of elections, in the detail of the Policy, is not covered in the Bylaws and I see nothing in their Bylaws which contradicts the Policy. It doesn't say much about the Elections. The only reference I see to Policy is how to remove /suspend it.

I agree that the Policy places limitations on the powers of the general membership. While wonky (I am recommending that they move this Policy back into the Bylaws), I don't see where RRoO disallows it. Am I missing something?

[Guest Secretary]

I stand corrected. The Bylaws states,

Article VII.  Executive Board Duties.,Section 2.  Policies & Procedures.  
The Executive Board shall be given the ability to promulgate Policies & Procedures that compliment or clarify these Bylaws in accordance with Article III, Section VI.
 

Article III. Membership Section 7.  Policy & Procedure Requests.  
The Main Body may request that an approved Executive Board Policy & Procedure be brought to the floor for debate and vote for possible repeal.  Should a motion, second and majority vote repeal the Policy & Procedure, it is repealed effective on the certification of the vote.  Repealed Policies & Procedures may not be re-approved by the Executive Board during the same term.

It seems to me that, while wonky, this gives the authority to the EBoard to create Policy. Do you see anything illegal with this?

[Josh Martin]

3 hours ago, Guest Secretary said:

Actually the topic of elections, in the detail of the Policy, is not covered in the Bylaws and I see nothing in their Bylaws which contradicts the Policy. It doesn't say much about the Elections. The only reference I see to Policy is how to remove /suspend it.

I agree that the Policy places limitations on the powers of the general membership. While wonky (I am recommending that they move this Policy back into the Bylaws), I don't see where RRoO disallows it. Am I missing something?

I would argue that the board adopting a rule which prevents the membership from doing something violates the rule that "In any event, no action of the board can alter or conflict with any decision made by the assembly of the society, and any such action of the board is null and void" (RONR, 11th ed., pg. 483)

[Guest Secretary]

how is this in conflict? There was no successful action of the Body against the Policy, even to suspend it.