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I am treasurer of a women's organization with bylaws that some interpret differently. "Who" gets to decide how wording will be interpreted when there is a difference of opinion by a very small, but vocal minority of past officers? 

A proposed budget was tabled at a recent meeting in order to obtain clarifying info from me (the treasurer) who was out of the state.  Now,  less than 3 of 36 members want to have the 2018 year-long budget approved by email vote in a special meeting. The other members have not had any opportunity to weigh in or discuss the budget.   Our by-laws state:

"Special meetings may be conducted via email as long as the topic consists SOLELY of A spending issue."  (My caps & bold)

I maintain that passing  a budget is NOT SOLELY A spending issue.    It requires a motion, discussion and ultimatley acceptance of all income sources and projections, all line item expenses & projected reserves. 

After the budget was tabled, one of the vocal few decided to submit a budget with  increases on 2 proposed budget line items, obviously projecting a (significantly) lesser ending balance year end.

She (a past president and treasurer)  maintains all this can be approved via a Special Email meeting.   I'm saying "huh????" on so many levels!    It was our president's first month in office and first meeting.  

Can you help sort this out?

 

 

 

 

 

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1 minute ago, PattiBelle said:

"Who" gets to decide how wording will be interpreted when there is a difference of opinion by a very small, but vocal minority of past officers? 

The President rules, subject to appeal. The board would make the final decision for now, although that interpretation could in turn be overruled by the membership.

2 minutes ago, PattiBelle said:

She (a past president and treasurer)  maintains all this can be approved via a Special Email meeting.   I'm saying "huh????" on so many levels!    It was our president's first month in office and first meeting.  

Can you help sort this out?

Under RONR, you can’t have meetings by e-mail at all. Since you’re currently between meetings, I suppose the President will have to decide how to interpret the rule in your bylaws. I don’t think the member can appeal until the next board meeting, unless your rules provide otherwise.

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Guest Who's Coming to Dinner
3 hours ago, PattiBelle said:

Can you help sort this out?

Nothing much you can do until the next face-to-face meeting, where you may raise a point of order that actions taken at the special meeting are null and void because it was unauthorized. The presiding officer will presumably rule against your point, at which point you may appeal with a second and then the assembled members will decide by majority vote whether to sustain the ruling of the chair.

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On 3/24/2018 at 7:46 PM, Guest Who's Coming to Dinner said:

Nothing much you can do until the next face-to-face meeting, where you may raise a point of order that actions taken at the special meeting are null and void because it was unauthorized. The presiding officer will presumably rule against your point, at which point you may appeal with a second and then the assembled members will decide by majority vote whether to sustain the ruling of the chair.

It is not clear to me that the e-mail vote has occurred or will occur, nor is it clear that the President supports taking the vote by e-mail. We are told that taking the vote by e-mail is only supported by a small minority of the board, and I see a reference to suggest that the Past President supports this action, but I don’t know about the current President.

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The email vote has NOT occurred yet . . . just strongly recommended  by a past president and possibly two others.   The current president has not publicly committed her view and is looking for input on whether an email vote can/should take place for our budget based on the bylaws wording above (which I acknowledge is already outside the realm of RR )   She is not sure "who"  to listen to &  who gets the final say in  "interpreting"  fuzzy by-laws. 

I appreciate your input, "I suppose the President will have to decide how to interpret the rule in your bylaws." 

Can you cite page and verse to help support this?  The new president has no experience in leading a group conducted by the rules of parliamentary procedure, and she wants to do the  (best or most) right thing . . .  

Thank you!

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1 hour ago, PattiBelle said:

The email vote has NOT occurred yet . . . just strongly recommended  by a past president and possibly two others.   The current president has not publicly committed her view and is looking for input on whether an email vote can/should take place for our budget based on the bylaws wording above (which I acknowledge is already outside the realm of RR )   She is not sure "who"  to listen to &  who gets the final say in  "interpreting"  fuzzy by-laws. 

I appreciate your input, "I suppose the President will have to decide how to interpret the rule in your bylaws." 

Can you cite page and verse to help support this?  The new president has no experience in leading a group conducted by the rules of parliamentary procedure, and she wants to do the  (best or most) right thing . . . 

I don't think there is one single page reference that spells all of this out, but the process of a member making a point of order, the chair ruling on the point, and an appeal from the ruling of the chair is first explained starting on page 70 with the following two key passages:

"1)    Although the presiding officer has the responsibility of enforcing the rules, any member who believes he has noticed a case where the chair is failing to do so can, at the time the breach occurs, call attention to it by making a Point of Order (23); the effect is to require the chair to make a ruling on the question involved.
    2)    Although the duty of ruling on all questions of parliamentary procedure affecting the assembly's proceedings rests with the chair, any two members, by moving and seconding an Appeal (24) immediately after the chair has made such a ruling, can require him to submit the matter to a vote of the assembly.
"

The following language from pages 249-250 might also be helpful:  "GROUNDS FOR A POINT OF ORDER. It is the right of every member who notices a breach of the rules to insist on their enforcement. If the chair notices a breach, he corrects the matter immediately; but if he fails to do so— [page 250] through oversight or otherwise—any member can make the appropriate Point of Order. The presiding officer may wish to engage in brief research or consult with the parliamentarian before ruling, and may allow the assembly to stand at ease (see p. 82) while he does so. In any event, when the presiding officer has made a ruling, any two members can appeal (one making the appeal and the other seconding it), as described in 24.* "

As explained on pages 251-252, the ruling of the chair and the outcome of any appeal are entered in the minutes and set a precedent to be followed by the assembly in the future:  "PRECEDENT. The minutes include the reasons given by the chair for his or her ruling (see p. 470, ll. 15–17). The ruling and its rationale serve as a precedent for future reference by the chair and the assembly, unless overturned on [page 252] appeal, the result of which is also recorded in the minutes and may create a contrary precedent. When similar issues arise in the future, such precedents are persuasive in resolving them—that is, they carry weight in the absence of overriding reasons for following a different course—but they are not binding on the chair or the assembly. The weight given to precedent increases with the number of times the same or similar rulings have been repeated and with the length of time during which the assembly has consistently adhered to them. "

The procedure for appealing from the ruling of the chair is explained in detail on pages 255-260.

Some principles of interpretation for interpreting bylaws provisions are covered on pages 598-591.  The following provision from pages 598-599 is probably applicable:  "Each society decides for itself the meaning of its bylaws. When the meaning is clear, however, the society, even by a unanimous vote, cannot change that meaning except by amending its bylaws. An ambiguity must exist before there is any occasion for interpretation. If a bylaw is ambiguous, it must be interpreted, if possible, in harmony with the other bylaws. The interpretation should be in accordance with the intention of the society at the time the bylaw was adopted, as far as this can be determined. Again, intent plays no role unless the meaning is unclear or uncertain, but where an ambiguity exists, a majority [page 589] vote is all that is required to decide the question. The ambiguous or doubtful expression should be amended as soon as practicable."

I realize that this issue is complicated by the fact that some members want to have an email vote, rather than a meeting, on an issue that other members believe would violate the bylaws and is not permitted to be handled by an email vote. Actually, your bylaws provide for having an "email meeting".  Here is theh language you quoted:  " Special meetings may be conducted via email as long as the topic consists SOLELY of A spending issue. "  I have no clue how you have a meeting via email.  I understand conducting a VOTE by email, but not having a MEETING via email.  There cannot be even a semblance of simultaneous communication, aural or otherwise, in such a setting.

Just speculating here, I suppose the chair has at least three options.  The first is to simply refuse to permit the email vote (or to have the email meeting).  A second option is to permit it, but perhaps a member can raise a point of order in this so-called email  "meeting" and it can be handled in the same manner you would handle other points of order and appeals in these so-called "email meetings".... if that is even possible.  You are really on your own in figuring that one out.  Perhaps someone else on this board has some ideas.  A third option is for the  chair to permit the email vote/meeting (whatever it is) and, if the budget is approved, for a member to raise a point of order at the next real live in-person meeting that approving the budget via an email vote (or email meeting) violates the bylaws and that the approval is null and void.  The president will then rule on the point of order and her ruling can be appealed to the assembly following the procedures in RONR.  I think that if the email vote violates the bylaws, it would constitute a continuing breach and could be raised at the next real sure-nuff meeting.

PattiBelle, I am really curious as to just how your organization conducts these "meetings via email".  Can you enlighten us?  Is there true email discussion prior to voting?  Or simply a vote?  How are points of order and appeals handled... if they have ever come up before?

I'm also curious as to how my colleagues would suggest that a point of order about the validity of an "email meeting/email vote" to approve the budget be handled.

Edited by Richard Brown
Typographical correction

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On 3/24/2018 at 5:12 PM, Josh Martin said:

The President rules, subject to appeal. The board would make the final decision for now, although that interpretation could in turn be overruled by the membership.

 

Josh...again, I don't have my copy handy. Is this stated specifically that interpretation of the bylaws falls to the President and not, say, a Bylaws Committee or parliamentarian?

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13 minutes ago, JeffUrsillo said:

Josh...again, I don't have my copy handy. Is this stated specifically that interpretation of the bylaws falls to the President and not, say, a Bylaws Committee or parliamentarian?

Yes (assuming the President is the presiding officer, which is generally the case).

“It is the duty of the presiding officer of an assembly: 
...

8) To decide all questions of order (23), subject to appeal (24)—unless, when in doubt, the presiding officer prefers initially to submit such a question to the assembly for decision.”  (RONR, 11th ed., pgs. 449-450)

“The parliamentarian is a consultant, commonly a professional, who advises the president and other officers, committees, and members on matters of parliamentary procedure. The parliamentarian's role during a meeting is purely an advisory and consultative one—since parliamentary law gives to the chair alone the power to rule on questions of order or to answer parliamentary inquiries.” (RONR, 11th ed., pg. 465)

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Wow! You all are very helpful!  Thanks so much!  Most of us feel the intent of the quoted "Special  Email Meeting" by-law is to "Vote" on a single unexpected expense,  not have a full blown meeting/motion/discussion.etc. 

The special meeting email vote has only on occasion &  been used  in this general manner with an email to all members in good standing from the President:

"The expense for XYZ, with postage, handling and shipping will be  $180 over the budgeted approved purchase amount. . . . $ 30  greater than the $ 150 limit that the bylaws allow for  executive committee approval to pay without a general membership vote.  Please vote yes or no to place this order given this new information. The exec. supports this additional expense.  ( Estimated invoice attached)

OR

"The Facilities manager  has brought to our attention that the commercial vacuum must be immediately replaced at a cost of $ 680.   There is no money in the facilities budget for this.   Please vote Yes or No for the purchase of a new vacuum at $ 680 with funds coming from our reserve balance of $ 4,875.    The Executive committee  supports this purchase.  (Estimated invoice attached)

 

In addition to the bylaws I previously quoted,   the section further says, "One fourth of the number of members responding within four days constitutes  a quorum."

 

 

Chuckle DuJour! - You have likely guessed the bylaws are followed willy - nilly at best!  The  Spring general membership meeting where the original budget proposal was postponed  (with a quorum physically present )was held on MARCH 16.        Article VII, Section 1 states:  " The Spring General Meeting shall be held between March 20 and April 7."  :< ))     Thankfully,  as treasurer,  I was across the Country for two months, had prepared a proposed budget  approved by the Exec Com. before I left. I have just come home to this growing snowball of  a mess.       My experience with Parliamentary Procedure & RR is with a Governor's appointment serving on a county school board  for two consecutive 5 year terms with 3 years as President and 3 years as Vice President with an attorney present for any public session.      This current organization is a ladies golf group.  (Imagine that! )   I resigned my treasurer post yesterday citing the work required for leading a $ 1M capital campaign that I am chairing. . . .and letting them know I just wanna play golf!    :< )   

 

Thank you all for sharing your knowledge and assistance!  You provide a great service here!

 

 

 

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I think there are other issues. 

"Special meetings may be conducted via email as long as the topic consists SOLELY of A spending issue." So even if this is solely a spending issue then who has authority to call the special meeting?  The President?  A petition of a majority of the members?  The group of 3?

Secondly, the OP mentions the meeting was tabled and depending on the motion it may have been erroneously tabled or merely postponed.  If it were postponed until the next regular meeting, would it be in order to take up the motion at a special meeting for any reason such as amendment or debate or vote?

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3 hours ago, SaintCad said:

Secondly, the OP mentions the meeting was tabled and depending on the motion it may have been erroneously tabled or merely postponed.  If it were postponed until the next regular meeting, would it be in order to take up the motion at a special meeting for any reason such as amendment or debate or vote?

It would require a motion to suspend the rules.

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8 hours ago, Josh Martin said:

It would require a motion to suspend the rules [to take up a postponed motion at a special meeting].

No so sure about that...  Page 87 tells us in line 6ff "that one session cannot place a question beyond the reach of a majority [emphasis added] at a later session except...".   And since suspending the rules requires more than a majority, seems clear that a majority, at the Special Meeting (with proper notice and all that), is free to consider the postponed motion if they wish to.    No need to wait until the possibly distant regular meeting to take up the motion (automatically); a closer in (in time) special meeting will do just fine.

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12 hours ago, SaintCad said:

Secondly, the OP mentions the meeting was tabled and depending on the motion it may have been erroneously tabled or merely postponed.  If it were postponed until the next regular meeting, would it be in order to take up the motion at a special meeting for any reason such as amendment or debate or vote?

 

9 hours ago, Josh Martin said:

It would require a motion to suspend the rules.

 

39 minutes ago, jstackpo said:

No so sure about that...  Page 87 tells us in line 6ff "that one session cannot place a question beyond the reach of a majority [emphasis added] at a later session except...".   And since suspending the rules requires more than a majority, seems clear that a majority, at the Special Meeting (with proper notice and all that), is free to consider the postponed motion if they wish to.    No need to wait until the possibly distant regular meeting to take up the motion (automatically); a closer in (in time) special meeting will do just fine.

As I said when this question was raised some time ago, I'm inclined to agree with Mr. Martin since I would think that the general rule as stated on page 87 must be regarded as of lesser authority than the specifically stated rule on page 186, lines 3-7, and page 364, lines 27-31. 

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Hmm, some years back I got the reverse answer (a majority could take up the postponed motion in an intervening special meeting) from Burke Balch.  And noted that in my book. 

So I'll let you and him fight it out for RONR/12.

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1 hour ago, jstackpo said:

Hmm, some years back I got the reverse answer (a majority could take up the postponed motion in an intervening special meeting) from Burke Balch.  And noted that in my book. 

Well, as of now you're the only one attempting to make this argument, and you haven't yet explained how you can get around the rule on pages 186 and 364.

I have no doubt but that an intervening special meeting can be called for the purpose of taking up the postponed motion, but at that meeting the rules will have to be suspended by a two-thirds vote in order to do so.

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2 hours ago, Daniel H. Honemann said:

Well, as of now you're the only one attempting to make this argument, and you haven't yet explained how you can get around the rule on pages 186 and 364.

I have no doubt but that an intervening special meeting can be called for the purpose of taking up the postponed motion, but at that meeting the rules will have to be suspended by a two-thirds vote in order to do so.

The National Parliamentarian's parliamentary research team of the day reached the same conclusion in the Fall 2015 issue (Question 30, p. 31).  It cited p. 186, ll. 1-13 as establishing that the main motion was still in the control of the assembly as the act of postponing it to the next regular session made the motion a general order for the next regular session. 

It noted that the rules could be suspended at the special meeting to permit the postponed motion to be introduced at that time.  It also noted that if the motion to suspend the rules failed, it would be a very short special meeting. 

Adding something, I would opine that the notice would not have to indicate that a motion to suspend the rules would be needed to introduce the main  motion.  That could be inferred from the answer, but it was not directly stated. 

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