Appeal of Chair

[Dutchman]

My organization (Association of 14,000 members) has an upcoming general membership meeting. The association also has a board, elected by the association with 24 BoD. Bylaws amendments are voted on by the entire association at the annual meeting which is scheduled shortly. The chair was made aware that numerous members had assigned and granted proxies for this meeting. The chair advised, out of session, via email, prior to the annual meeting, that she would be disallowing proxies. She believes our bylaws prohibit proxies. I am not asking for anyone to interpret our bylaws!!!! I know people hate that!!!!! The state that I live in has laws that speaks to this as well as some case law.

This issue is divisive within the membership and I would like to see us carry on at the meeting properly. I have read up on Appeal and am asking for procedural clarification.Members plan to submit their proxy forms even though they know they will be disallowed. The appeal will be crucial as it will immediately precede the vote on the bylaw amendments. Once the chair has made her ruling disallowing proxies, a  member should rise and say.."Madam. Chair, I appeal from the decision of the chair of the disallowing of proxy voting" There will be a second. Chair should say..."The question is, do our bylaws allow for proxy voting?" ...and then state her reason for disallowing them??? We then move to debate with each member allowed to speak only once??? The chair allowed to defend once again at the conclusion?????

What do i have wrong what have I missed? If people try to speak a second time a point of order is called? This is simply a majority vote?

Thank you all in advance. I find this forum so helpful.

 

[Greg Goodwiller, PRP]

Actually, the question then before the assembly is, "shall the ruling of the chair be sustained" - which means that those who are in favor of allowing proxies would speak against the motion, and those who are opposed to allowing proxies would speak in favor of the motion - since that is what the chair ruled.

That said, the motion that actually comes before the assembly is whatever the chair states as the motion. So just make sure you ask for clarity if you or anyone is confused.

You are correct that only the chair is allowed to speak twice in that debate (once at the beginning, and again at the end), and that if the chair allows someone to speak twice, a point of order may be raised.

[Dutchman]

15 minutes ago, Greg Goodwiller said:

Actually, the question then before the assembly is, "shall the ruling of the chair be sustained" - which means that those who are in favor of allowing proxies would speak against the motion, and those who are opposed to allowing proxies would speak in favor of the motion - since that is what the chair ruled.

That said, the motion that actually comes before the assembly is whatever the chair states as the motion. So just make sure you ask for clarity if you or anyone is confused.

You are correct that only the chair is allowed to speak twice in that debate (once at the beginning, and again at the end), and that if the chair allows someone to speak twice, a point of order may be raised.

Should the chair state her reason after uttering..."shall the ruling of the chair be sustained?" or should it go to the floor or is it her choice?

[George Mervosh]

7 minutes ago, Dutchman said:

Should the chair state her reason after uttering..."shall the ruling of the chair be sustained?" or should it go to the floor or is it her choice?

"CHAIR: The question is, "Shall the decision of the chair be sustained?" "  RONR (11th ed.), p. 260.  At this point the chair has a right, but not an obligation to speak first.

"When an appeal is debatable, no member is allowed to speak more than once except the presiding officer—who need not leave the chair while so speaking, but should stand. The first time the chair speaks in debate on the appeal, he is entitled to preference over other members seeking recognition. He can answer arguments against the decision or give additional reasons by speaking a second time at the close of the debate. He may announce his intention to speak in rebuttal and ask if there are others who wish to speak first."  RONR (11th ed. ), pp. 258-259

[J. J.]

I would note that, if RONR is your parliamentary authority, either your bylaws or applicable statute would have to specifically authorize proxy voting. 

[Dutchman]

15 hours ago, J. J. said:

I would note that, if RONR is your parliamentary authority, either your bylaws or applicable statute would have to specifically authorize proxy voting. 

Yes the state we reside in has statute requiring proxies unless prohibited in the bylaws. There is also case law which addresses the issue on what constitutes "prohibited" as well as if the bylaws are silent. I think the law is settled but others vehemently disagree so we want to be prepared to do this correctly at the meeting.

[George Mervosh]

34 minutes ago, Dutchman said:

Yes the state we reside in has statute requiring proxies unless prohibited in the bylaws. There is also case law which addresses the issue on what constitutes "prohibited" as well as if the bylaws are silent. I think the law is settled but others vehemently disagree so we want to be prepared to do this correctly at the meeting.

"If the law under which an organization is incorporated allows proxy voting to be prohibited by a provision of the bylaws, the adoption of this book as parliamentary authority by prescription in the bylaws should be treated as sufficient provision to accomplish that result (cf. footnote, p. 580). "  RONR (11th ed.), p. 429

Whether this applies in your situation isn't clear to us since we don't provide legal interpretations.

[Guest Who's Coming to Dinner]

What you have missed is that someone will likely need to raise a point of order to kick off the whole process. That is, if the chair does not make an announcement about proxies (the email doesn't count) and simply disregards them during the vote, a point of order must be raised to force a ruling. There follows the appeal.

I wonder also if you are prepared to deal with a chair who ignores the point, or the appeal, or handles them improperly?

[Dutchman]

4 hours ago, George Mervosh said:

"If the law under which an organization is incorporated allows proxy voting to be prohibited by a provision of the bylaws, the adoption of this book as parliamentary authority by prescription in the bylaws should be treated as sufficient provision to accomplish that result (cf. footnote, p. 580). "  RONR (11th ed.), p. 429

Whether this applies in your situation isn't clear to us since we don't provide legal interpretations.

Understood Azzi v Ryan 1983 seems to be the primary case law here in NYS regarding the passage you cite and the statute.

[Dutchman]

1 hour ago, Guest Who's Coming to Dinner said:

What you have missed is that someone will likely need to raise a point of order to kick off the whole process. That is, if the chair does not make an announcement about proxies (the email doesn't count) and simply disregards them during the vote, a point of order must be raised to force a ruling. There follows the appeal.

I wonder also if you are prepared to deal with a chair who ignores the point, or the appeal, or handles them improperly?

Yes to the prior, I am not sure we are prepared for the latter....I can see it happening and I am not sure what will happen in that scenario. Call it a day and go the courts?

[Josh Martin]

13 minutes ago, Dutchman said:

Yes to the prior, I am not sure we are prepared for the latter....I can see it happening and I am not sure what will happen in that scenario. Call it a day and go the courts?

Well, there's a few options before it comes to that. See RONR, 11th ed., pgs. 650-653 for the appropriate procedures to use.

I would also note that the passage Mr. Mervosh cited was added fairly recently - I believe it was added in the 10th edition, which was published in 2000, so I do not think this particular provision was addressed in a court case in 1983. This is simply a fact, and is not intended to suggest a particular interpretation of New York State law.

[J. J.]

Dutchman, I think you be well advised to contact an attorney familiar with both the statute and the 11th edition of RONR to determine if proxy voting is permitted..   I think this goes beyond the scope of this board.

 

I would note, however, that there at least two reasonable opinions on if proxy voting is permitted.

[Dutchman]

15 hours ago, Josh Martin said:

Well, there's a few options before it comes to that. See RONR, 11th ed., pgs. 650-653 for the appropriate procedures to use.

I would also note that the passage Mr. Mervosh cited was added fairly recently - I believe it was added in the 10th edition, which was published in 2000, so I do not think this particular provision was addressed in a court case in 1983. This is simply a fact, and is not intended to suggest a particular interpretation of New York State law.

Thank You. Indeed the RONR language change occurred after that case.

[Dutchman]

12 hours ago, J. J. said:

Dutchman, I think you be well advised to contact an attorney familiar with both the statute and the 11th edition of RONR to determine if proxy voting is permitted..   I think this goes beyond the scope of this board.

 

I would note, however, that there at least two reasonable opinions on if proxy voting is permitted.

I could not agree more with that. An attorney that represented the organization a year and a half ago gave an opinion that they were allowed. They no longer represent us and currently we don't have any legal representation. The chair is going against the prior opinion. Several members have sought their own attorneys for opinion. The meeting is tomorrow, at this point I just want us to conduct a proper meeting...

[Dan Honemann]

9 minutes ago, Dutchman said:

 The meeting is tomorrow, at this point I just want us to conduct a proper meeting...

As to this, nothing will help quite so much as a careful reading of Sections 23 and 24 in RONR (11th ed.) which deal with points of order and appeals. 

After doing this, if you have any questions as to what is said in those Sections, this is indeed the place to ask them.

[Dutchman]

12 minutes ago, Daniel H. Honemann said:

As to this, nothing will help quite so much as a careful reading of Sections 23 and 24 in RONR (11th ed.) which deal with points of order and appeals. 

After doing this, if you have any questions as to what is said in those Sections, this is indeed the place to ask them.

thank you!