TheGrandRascal

To J.J.:

Quote

One question that I would ask is if a special meeting is permitted.

The answer to that is obviously either a "yes" or a "no," so based upon you own opinions you should be able to privide a followup response for either of these two possibilities. In other words, you can readily answer your own question:

"If special meetings ARE permitted, then I would say _________."

"If special meetings ARE NOT permitted, then my response would be _________."

On 2/15/2023 at 5:18 PM, laser158689 said:

I'm gonna shift off RONR and the example in the OP and add that in some states (CT certainly), any deliberative communication among a quorum of members of a public body can be considered a meeting.  If 4 members of a 7-person committee run into each other at a restaurant and discuss a topic related to the committee, it could be construed as a meeting.  An email back-and-forth amongst the committee members can be considered a meeting.  These scenarios then run afoul of an open meetings requirement for notice.

I had something like that in mind...

That, plus the fact that in many corporate meetings it is often customary to waive meeting notice when all members are present.

N.B., I have quoted laser158689 in full, in order to avoid any possibility of making him or her appear to say anything that he or she did not say.

To Richard Brow (and Josh Martin):

Quote

The way you edited Mr. Martin's quote above is quite misleading and makes it look like Mr. Martin said something he did not say. 

Please note that I isolate YOUR quote above, only because it is the specific point I wish to reply to. I personally consider it wasteful of space and confusing to include an entire quotation when much of that quotation is not directly germane to the point I wish to discuss.

This was my attitude with Mr.Martin's response as well. It was never my intention to misquote him or to make it apoear he said something he did not. If, by trimning and quoting only the immediate text I am answering has caused confusion, or the disparagement of Mr. Martin, I most humbly and sincerely apologize.

My only intention was to point out that, as originally worded, the hypothetical rule that Mr. Martin provided was flawed; and to suggest an improved version. It was not my intent to miquote him. I only isolated the theoretical rule because that was the focus of my reply. I regret that my doing so has caused confusion.

Since my preferred procedure is objectionable, I shall hanceforth refrain from abbreviating quotes for relevance, and will quote them in their entirety. I trust that this will be satisfactory.

On 2/14/2023 at 2:24 PM, Josh Martin said:

"If all members of the assembly are present, the members may agree to spontaneously hold a special meeting, without notice."

You were a tad hasty with that wording: What does "all members of the assembly" mean in this context?

The correct wording would be, "If all enrolled members are present at the same location at the same time, they may agree to spontsneously hold a special meeting, withot notice."

Again, that is NOT a rule I would recommend... but it would be interesting to see!

On 2/14/2023 at 1:56 PM, Atul Kapur said:

If they don't care about the rules, then why would the question about what the rules say even come up?

Well, obviously they wouldn't care, even if I do! 😮 

Quote

"...it is a fundamental principal of parliamentary law that business may only be transacted at a regular or properly called meeting."

...To which they would say (if they existed): "Rot." 🤔 

On 2/14/2023 at 12:58 PM, Gary Novosielski said:

What notice requirement? Do they have any bylaws? Do they have a parliamentary authority? Do they have a membership list? A president? A secretary?

Let's assume, for the sake of the argument, that they have all of these, and that their Parliamentary Authority is RONR-12.

I must remind you all of a quotation I cannot now find, but distinctly remember (though perhaps not in these precise words): "Rules exist for the protection of the minority, and need not be strictly enforced where there is no minority to protect." The rules about meeting notice protect absentees; but in this case, there are none. The rule should therefore be waivable.

No, I'm not referring to a special meeting, which is called in accordance with particular rules. I'm referring to a completely and totally impromtu meeting.

Imagine there's a small social group of, say, six members, who consider themselves a Club. (They have -- and need -- very few rules. But one of these sets a regular meeting time.)

Well, one day, in between their regular meetings, it just so happens that all six of them turn up at the local library at the same time!

Hmmm! They have a plenum -- there are no absentees -- and they certainly have a quorum, so couldn't they waive any notice requirement and simply "declare themselves a meeting"?

What would such a meeting be competent to consider? Only unfinished business? Only new business? And what about that motion that at their previous meeting was "postponed to our next regular meeting" (which this one most definitely ain't)?

It's definitely not a procedure I would recommend for any but the tiniest and non-serious of groups owing to the potential for legal troubles, but I am interested to know if such an "impromptu meeting" is even at least theoretically possible...

Thoughts?

On 2/5/2021 at 9:06 AM, Josh Martin said:

"...A rule that the President shall appoint the chairmen and members of all standing committees already cannot be suspended (unless the rule provides for its suspension)..."

Hmmm. So, a provision in the bylaws that "the President shall preside at all meetings" is a Special Rule of Order (according to footnote 5, to the second sentence in 62:12, RONR 12th, p.617), but a provision that "the President shall appoint the chair of all special committees" is not a Special Rule of Order?

Now how did we arrive at that strange distinction, I should like to know...???

On 11/23/2019 at 4:32 PM, Rob Elsman said:

For those who are interested, the matter of previous notice has been lurking silently behind the scenes in the colloquy between Mr. Brown and myself. My own sense of it is that misusing Commit to circumvent the requirement of previous notice is neither proper nor in order. The new members have a right to that notice, and it should be given. The sticky wicket is that main motions that have properly been referred to committee for valid reasons can be reported to the new board for action without previous notice being given.

Excuse me and PMFJI, but do please remember that most Main Motions do not require previous notice! Unless we happen to be specifically discussing referral of a motion that does require previous notice, it would appear to me that Mr. Elsman's reasoning here is inapplicable.

Standard Disclaimer -- IANAL -- but my understanding, is that the singular does NOT  include the plural, but  that the plural DOES include the singular.

On 4/25/2015 at 11:28 PM, Gary Novosielski said:

"...All of which shows that public bodies are not immune from badly written rules.  Badly written, but no less binding."

At variance with RONR? No question. But badly written? A rule is not badly written, good Sir, simply because it happens to differ from RONR! In fact, "badly written" is a matter of opinion -- and not mine. I happen to think both differences to be at least minimally appropriate:

1. In an assembly so small (tiny, even -- nine members!?) I wouldn't expect (or want) any motion to need a second. (For that matter, under the rules for small boards and committees, this is entirely valid procedure, even within RONR!)

2. In an assembly that teensy, a tie vote overturning the chair is probably more aporopriate; and in any case, it's their own rule.

Personally, I consider the motion to Postpone Indefinitely to be one of the most obnoxious motions imaginable:

1. It forces a discussion-weary assembly into another entire round of debate.

2. It causes the majority wishing to adopt a measure to be forced to vote for it twice -- once by voting down the Indefinite Postponement, and then again to adopt the actual main motion itself!

3. And, it accomplishes all of this, NOT  by being adopted (which would be bad enough yet acceptable, since the assembly would have voted for it), but merely by being moved and seconded! Thus, it matters not that, in an Assembly of 100 members, that 98 of them wish to adopt the motion and move on -- they are held hostage to the parliamentary maneuvering of the remaining two members!

I consider it highly noteworthy that not all parliamentary authorities include the motion to Postpone Indefinitely; there are some that omit it altogether. I only wish that RONR was one of them.

15 minutes ago, Richard Brown said:

"...As to the second rule, which is a bylaw provision, I do not believe that is a rule of order because it has to do with the power and authority of an officer. It is not in the nature of a rule of order and therefore would not be suspendable even without the provision saying it cannot be suspended."

 O.K., so supposing a rule within the bylaws is in the nature of a rule of order, and concludes with, "This rule may not be suspended."

What then?

RONR-12th 2:23: "Rules that have any application outside a meeting context... cannot be suspended."

PART ONE:

Hmmm. Why so absolute? Must we infer that any appended "suspension clause" is therefore null and void? Consider the following hypothetical rule:

"Resolved, That members shall park their cars in the parking lot and not on the street fronting the meeting hall. Any cars so parked will be towed. This rule may be suspended, in a particular instance and for the benefit of a particular member, by a two-thirds vote."

The parking of cars is most definitely outside a meeting context! But at the same time, the Assembly might wish to make an exception in the case of a member with good reason to "mis-park." Are we then to conclude that the clause embodied in this rule's last sentence is invalid?

PART TWO:

I also ponder the opposite case: can an otherwise suspendable rule, declare itself to be unsuspendable? Consider the following hypothetical bylaw provision:

"The President shall appoint the chairmen and members of all standing committees. This rule may not be suspended."

As unwise as such a rule is (I myself would most VIGOROUSLY oppose ANY inclusion of that last sentence! Yeesh!), would such a clause actually be binding?

O.K., thanks -- somehow, I completely missed the link to the PDF.

I've got it now.    😊

I haven't been here in awhile; coming in today, I find with astonishment that the entire website has been completely remade.

Is there any reason for, or commentary about, this radical change?

Where do I find the list of changes from the 11th edition of RONR to the 12th?

(P.S.: I liked the previous version of the website better.)

There seems to be a disagreement here as to whether or not the verbiage I've cited does, or whether it does not, create a legitimate and honest-to-goodness ambiguity within the Sample Bylaws... just as, I am quite sure, there would be a similar disagreement within the Sample Society, if it actually existed.

That interests me, in part, because while RONR clearly says that only a simple majority vote is needed to resolve an ambiguity, it says nothing at all about the vote needed to decide whether an ambiguity actually exists! No doubt a majority vote would be needed here, too, but it'd be nice if Robert's Rules gave some guidance on how an assembly is supposed to resolve such an issue.

The other reason that this intrigues me, is that there are a few interesting ways in which the Robert's Rules Association can respond to this thread.

1. No ambiguity -- ignore thread.

2. Ambiguity: resolve by removing the proposed ambiguous text ("Motion carried").*

3. Retain the ambiguous text, and use it to illustrate the manner in which possible Bylaw ambiguities are resolved.

One thing I notice is that this thread clearly suggests that, absent a clear and overwhelming consensus, there would probably need to be two votes -- the first to establish that an ambiguity actually exists, and the second to decide how that ambiguity should be resolved. And, of course, as "resolving the ambiguity" does not, in itself, amend the Bylaw (since RONR suggests its prompt amendment), there will need to be yet a third vote (actually amending the Bylaw) before the matter can finally be put to bed!

All told, pretty good reasons to avoid ambiguity in one's Bylaws...

-----

* By "Motion carried," I'm of course referring to the "motion" I posed in my original post.

On 6/5/2020 at 1:29 PM, Nathan Zook said:

I think that this debate is really symptomatic of a deeper issue--redundancy.  The redundancy of mentioning the second Tuesday in both places violates what we programmers call "having a single source of truth".   Certainly, in the example, these two mentions are in adjacent rules--currently.  But having this same matter mentioned twice invites an amendment that changes one but not the other--something that we know happens.

As for my interpretation, under the principle "what is present is meant to be present, and what is absent is meant to be absent", the mention of the specific date for the annual meeting is superfluous if the body has the right to change it.  This drives me to interpret the bylaws such that the rule permitting the society to set the date is the general rule, and the rule setting the date for the April meeting is the specific rule, and thus controlling.

 

 

Seems to me that the issue here is not so much redundancy -- because there can be occasions when it makes good sense to be redundant -- rather, the issue here seems to be unnecessary redundancy. That's just begging for trouble.

On 6/4/2020 at 10:28 AM, Daniel H. Honemann said:

I respectfully but strongly disagree. The first two Sections of Article V of the sample bylaws provide as follows:

         Section 1. Regular Meetings. The regular meetings of the Society shall be held on the second Tuesday of each month from September to May inclusive unless otherwise ordered by the Society. 
         Section 2. Annual Meetings. The regular meeting on the second Tuesday in April shall be known as the annual meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for any other business that may arise. 

The reference at the beginning of Section 2 to "[t]he regular meeting on the second Tuesday in April" is clearly intended simply to refer to the meeting regularly scheduled to be held on the second Tuesday in April, and to interpret it as negating what is said in the preceding section concerning the power which the society has reserved to itself to reschedule the date fixed for this meeting suggests an inclination to find problems where none exist. In my opinion, this language in Section 2 is not susceptible to any other meaning than the one which I have just ascribed to it, but even if it is, to interpret it as negating what is said in the preceding section is to ignore the following excellent advice found on page 589 of RONR:

"When a provision of the bylaws is susceptible to two meanings, one of which conflicts with or renders absurd another bylaw provision, and the other meaning does not, the latter must be taken as the true meaning."

My view is that if there is even the possibility of confusion or conflict in this matter -- if it is even the tiniest bit ambiguous -- then that more than amply justifies the amendment proposed. Why risk buying trouble?

On 5/17/2020 at 11:32 PM, Richard Brown said:

 

Mr. Rascal, I am in the top 5 posters on this message board and I assure you that the accepted and correct citation (and abbreviation) of Robert's Rules of order Newly Revised is RONR, not RRONR.  I have  never seen one of our regular posters or a professional or credentialed parliamentarian use RRONR.  The book itself tells you  on the third unnumbered page just inside the cover that its official citation is RONR.

Here is the official citation from the book itself on the page I referred to:

CITE THIS BOOK     
with page and line numbers as
in the following example:     
RONR (11th ed.), p. 449, ll. 12–14     

Edited to add:  FYI, Daniel Honemann, who commented above, is one of the authors of both the  10th and 11th editions.  I think he knows what he is talking about and I understand his surprise at your insistence that the correct abbreviation of "his" book  is RRONR.  

 

I stand corrected. My apologies.

On 4/1/2020 at 12:48 PM, Daniel H. Honemann said:

RRONR?

As in, "Robert's Rules of Order Newly Revised."

RRONR is a perfectly standard abbreviation used here.

RRONR-11 refers to the 11th edition.

"Absentees who are present"...?!?

Yeek! Dude! Go look up the word absentee in a dictionary!

Good gravy Marie, that's a far worse error than any typo!

THE TRAP IN RRONR-11's SAMPLE BYLAWS:

Robert's Sample Bylaws contain a Trap!

Article V, Section 1, states that "The regular meetings of the Society shall be held on the second Tuesday of each month from September to May inclusive, unless otherwise ordered by the Society" -- that is, the Society has the power to change the date of an individual regular meeting at need. (And, BTW, kudos to them for adding the word "inclusive"!)

This is perfectly fine. BUT, the Trap comes in Section 2: "The regular meeting on the second Tuesday in April shall be known as the annual meeting, and shall..." Take note! By specifying an exact day ("second Tuesday in April"), this provision unwittingly removes the Society's power to alter the meeting date in the particular case of the annual meeting, because this provision requires that the annual meeting must be held on the second Tuesday in April!

This has long been a pet peeve of mine!

Excising a mere four words corrects this:

"I hereby move to amend Article V, Section 2 of the Sample Bylaws, by striking out the words 'on the second Tuesday.' "

That leaves us with, "The regular meeting in April shall be known as the annual meeting, and shall...,"

...Which is perfectly fine, because the term "regular meeting" is already defined in Section 1. 

Better still, by not specifying any specific day for that "regular meeting," this wording preserves the Society's power, at need, to change the date even of the annual meeting.

And, by the way -- it's much better to use "must" or "will," rather than "shall."

--TheGrandRascal

Actually, there very much are combination "standing/special" committees. I call them "recurring committees." Just like standing committees, they are usually provided for in the bylaws, and have official names -- but, unlike standing committees, they are usually needed only periodically, or on exceptional occasions, or at certain times. Typical examples within ordinary societies include:

trial committee,

auditing committee,

nominating committee,

or

election committee.

As you can see if you stop to ponder these examples, these are all committees that many organizations have a periodic -- but not necessarily a continuous -- need for. Hence my term, "recurring committee" -- a committee with aspects of both the standing, and the special, committee.

It's a type of committee that I've never seen any Parliamentary authority (Robert's or otherwise) take any cognizance of.