Gary Novosielski

I think it's quite evident that the bylaw here was fully intended to have greater stability than ordinary rules. It is arguably the most important matter the society is called upon to decide. The bylaws establish the process used to call a pastor, using a search committee to accomplish its charge, with the bulk of its work done outside the context of a meeting. Suspension of the rules, when used, expires with the adjournment of that session. A motion to dispense with this process and elect a pastor is a motion in conflict with the bylaws and is not in order. Even if it were possible to defer the use of the search committee, that order can't outlive the session it was made at, so the rule requiring a committee still exists.

That's true in general, but when a specific named committee is expressly set forth in the bylaws as being required in order to hire a pastor, and when it must be elected by the membership, and the election must be by secret ballot, and the administration of the election is to be done by the Deacons, and when the charge to the committee is spelled out in the bylaws, this is not the general case. This bylaw is quite explicit and does not provide for its own suspension. I strongly suggest that it is not suspensible. A motion to simply hire a pastor is not in order. Having left the position (if we agree that he is no longer pastor) then to resume that office he must go through the process as a new hire would, including the formation of a search committee. Granted that if the society clearly wished to rehire him, the committee would have a quick and easy task, but with such an explicit bylaws provision, it is not reasonable to say that this process. could simply be waved aside.

I have a problem with a committee reporting a recommendation and moving to give itself additional instructions. I don't know if it's out of order, but it seems, well, unseemly.

If the president does not have the power to accept resignations, which would need to be stated in the bylaws, then the resignation has not yet been accepted. I agree that no vacancy yet exists, but it is the case that the body that has the power to fill vacancies (the board) has the attendant power to accept resignations. And there has already been a resignation (a request to be excused from a duty) which can and should be accepted by the board. Personally, I don't see any reason why the VP-elect shouldn't be considered president-elect as soon as that acceptance happens, as it is clear that a vacancy will exist as soon as the current term ends. So, I see no impediment to installing the (currently) VP-elect as president when installation ceremonies take place. Note that RONR considers such ceremonies to be strictly, well, ceremonial, but your bylaws may vary. A special election for president would not be in order, even if there were time to hold one. It might make more sense to hold a special election for vice president in anticipation of the vacancy that will occur, but since the board has the power to fill vacancies, that would not be necessary.

Couple of thoughts: I think there is a difference between a normal resignation (i.e., a request to be excused from a duty) and a contract that says it may be terminated at any time by unilateral action. A resignation is technically not unilateral. It is a request that, in theory, might or might not be granted, and in this case there is an assertion that it was not. If there is a preëxisting agreement that says it may be terminated by either party, then it could be argued that the "resignation" offered in writing and orally actually terminated the agreement, as concurrence by the other party is expressly unnecessary. --- It could also be argued that formulating the severance package was tantamount to accepting the resignation, in much the same way that filling a vacancy, even in the absence of an acceptance of the resignation that caused it, is deemed to imply acceptance of the resignation. This is, of course, assuming that acceptance is even necessary. --- J.J. and I have exhibited a somewhat different notion of what rules are in the nature of rules of order. I don't believe that a bylaws provision that a committee shall be elected by secret ballot, and administered by the Deacons, is a provision that can be suspended at a meeting, without so much a previous notice. I don't even think the mandate of a secret ballot can be suspended. --- It would be nice to know if the pastor would agree to being retained/rehired at all. If he's not on board, the rest of this is moot.

Apparently the vote was to reject the resignation.

Well, that actually should read Reading and Approval of Minutes By the way, which minutes are being approved here? I hope it is not the minutes of a year ago.

Well, by turning right three times, you can effectively turn left. That does not mean the two are the same, especially if there are NO LEFT TURN signs posted. If you get a ticket turning left, try to convince the judge that you should not be found guilty because, although you turned left, rather than turning right three times, you easily could have.

You mean that paper-folding thingy?

Well, it's technically true. Since the old bylaws are not pending, anything that is done by way of amendment, be it large or small, only effects the proposed revision. It cannot affect the existing version. Ultimately the final decision is binary: Keep the old version, or adopt the new version.

(If any of us have only electronic editions, we would have no page numbers.)

Oh, brother. That sounds like a disaster.

Yes, as I said earlier, if you gave notice of a revision, all amendments would be in order. There are no constraints, as long as a quorum is present. That's why previous notice is required. People who do not attend are assumed to be okay with whatever is decided. The scope of the revision is, by definition, total, so there is no limiting scope. Here is what 57:5 says: 57:5 General Revisions. Changes of the bylaws that are so extensive and general that they are scattered throughout the bylaws should be effected through the substitution of an entirely new set of bylaws, called a revision. Notice of such a revision is notice that a new document will be submitted that will be open to amendment as fully as if the society were adopting bylaws for the first time. In other words, in the case of a revision, the assembly is not confined to consideration of only the points of change included in the proposed revision as submitted by the committee that has drafted it. The revision can be perfected by first-degree and second-degree amendments, but as in the case of any other bylaw amendment, the old document is not pending; and therefore, while the revision can be rejected altogether, leaving the old bylaws intact, the old document cannot be altered with a view to retaining it in a changed form. Consideration of a revision of the bylaws is in order only when prepared by a committee that has been properly authorized to draft it either by the membership or by an executive board that has the power to refer such matters to a committee.

I think you're confusing a notice requirement with a scope of notice requirement. Your bylaws requirement for previous notice is a notice requirement. You must announce the intent to consider amending the bylaws. But if notice of the changes is made a sufficient number of days in advance, that requirement is met. If that amendment is in the nature of a (wholesale) Revision, the scope of the change is unlimited, since the entire bylaws is being replaced completely (though some articles may be the same). So if the notice stated that a revision was to be offered, there can be no violation of an unlimited scope. Any and all amendments to any part of the bylaws would be in order, at least as far as scope is concerned. So it matters what the notice said.

That was intended to answer to the question of how it would be handled, presuming, as the OP appeared to, that secrecy was a problem. But in this instance, count me among those who believe that it is not necessary in this case, based on the facts as described.

Look, I don't care what your party does. I'm not a member. And I'm convinced that you're inconvincible, and will continue to argue this point into the ground, but it will be without my participation. If you insist on your own interpretation of RONR, even to the point of arguing with two of the actual authors of the book, further discussion would be futile.

Well, if the shorter term was properly put on the ballot, then I'm presuming any vacancy-filling would only have lasted until the election. If the bylaws say that vacancies are filled for the entire remainder of the term, it would not have been on the ballot this time around.

Well, it would not be the Board who decides, since even with acclamation, it's the membership who is doing the acclaiming, not the board. But since none of them were nominated specifically for the shorter term, they could decide among themselves, if nobody else objects. So: Rock, paper, scissors; cut for high card; arm wrestle, what-have-you. If they can't even agree on the method, a motion in a membership meeting would decide it. I still don't think the Board has the authority.

I think that's what I said.

I'm not sure this MEM requirement would apply to incidental motions; I would not consider those to be "undertakings" or "actions" of the Commission. That language sounds like original main motions. But I wouldn't put money on it without seeing more than just paragraph 5).

I agree with @Atul Kapur that this sounds like a "majority of the entire membership", so with 16 living members, that's nine required to adopt. The other language probably is not relevant to the vote counts. It's the same as the usual case for committees in RONR. But it prevents the commission from granting full power to a committee.

Okay, if there are two standing committees in the bylaws, then adding any more standing committees would require a bylaws amendment. But special (or select, or ad-hoc) committees can be formed by the assembly at any time by the motion to Commit also known as Refer. Let's say you're debating something and it's getting complicated and you'd like to give it to a committee. You get recognized and you say: I move to refer this question to a committee of three members with instructions to report back at the next meeting. <second> You can also move who should be on the committee, and who should chair it, or wait and see if the motion passes first. And some bylaws give the president the power to appoint all committees so you wouldn't try to do that. But note that establishing a committee and appointing (members to) it are two different actions. See RONR 12th ed. §50.

Well, it's not crazy either. 😐

A president pro tem has the same powers as the elected presiding officer during a meeting. But any administrative duties or powers in the bylaws that are assigned to the office of President, beyond the context of meetings, are not applicable to a temporary official.

Yeah, they're the worst. Did you have a question?