Josh Martin

Based on these additional facts, it seems to me that the committee was never actually “deactivated” to begin with, as if the committee is in the bylaws, it can be disbanded only by amending the bylaws. The board had no authority to do away with them. Additionally, since these are established in the bylaws, the committees can (and indeed must) meet again, whether or not the board allows it. understand that your bylaws provide that the committees serve at the discretion and direction of the board, but those directions may not contradict the bylaws. Lastly, I would note that so far as RONR is concerned, a quorum is based on the number of voting members present and the total number of voting members in the committee (since the only persons who are members in the sense RONR uses the term are those who have all the rights of membership, especially including the right to vote). Yes, it may or may not have been a good idea at the time, but the rule obviously is not a good idea right now, when the vast majority of the committee’s members have not been to three consecutive meetings (as the committee has not met in years). No, that is not an option. The bylaws may not be ignored for the sake of “expediency.” Unless and until this rule is amended, it must be followed.

My own Google search suggested that this is an alternative term for a Parliamentarian used in certain fraternities and sororities. I had never heard of the term prior to this thread. I agree that it does not need to be included in RONR, but I don’t think anyone was seriously suggesting that.

Is there another portion of the bylaws which addresses amending the bylaws more directly? I am not entirely persuaded that this clause includes the authority to amend the bylaws. In the event that the society has, in fact, adopted a rule in its bylaws authorizing the board to amend the bylaws, then the board may amend the bylaws. Yes, I think so.

But this isn’t a rule of the board. This is a rule in the bylaws. The bylaws are rules of the society - indeed, they are the highest level of rules in the society. ”Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one.” (RONR, 11th ed., pg. 14) All of the articles of the bylaws are part of the bylaws. The rules in the bylaws take precedence over RONR. The language which RONR recommends to use for adopting RONR as the parliamentary authority makes this clear, but in any event, RONR still provides that the bylaws take precedence. “When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization.” (RONR, 11th ed., pg. 16) It can’t, but that isn’t what happened.

Yes. For that matter, so far as Robert’s Rules is concerned, the board could hold the entire meeting privately. Robert’s Rules has no requirement that board business must be discussed completely (or even partially) in public. It is possible that the organization has its own rules on this matter, or that the board is subject to applicable law regarding this matter, often called “open meeting” or “sunshine” laws.

The bylaws take precedence over RONR, and the rule is therefore permissible. Special rules of order are separate. In some cases, however, rules in the nature of rules of order are placed with the bylaws. Whether a rule in the bylaws is in the nature of a rule of order affects whether the rule may be suspended. (Although that is not relevant here, since the bylaws specifically state that the rule may be suspended.)

Okay, but two things: -If we were discussing a rule which merely required a certain amount of notice before “a meeting”, this argument might be somewhat more persuasive. The rule in question, however, requires a certain amount of notice be given before the annual meeting. It is not possible to call a second annual meeting, because an annual meeting, based on the simple definition of the words, occurs only once per year. It is possible to call a special meeting to amend the bylaws, but this has specific requirements for calling it which differ from calling the annual meeting. So in this instance, it is not correct that establishing an adjourned meeting is “virtually indistinguishable” from calling a new meeting. -Whether rights are (or are not) violated is not relevant to the question of whether an action would be a violation of the bylaws. It might be relevant if the violation had already occurred and the question was whether it constituted a continuing breach. RONR does not say that rules in the bylaws may be ignored if doing so would not violate any member’s rights. Indeed, it says quite the opposite. “Rules contained in the bylaws (or constitution) cannot be suspended—no matter how large the vote in favor of doing so or how inconvenient the rule in question may be—unless the particular rule specifically provides for its own suspension, or unless the rule properly is in the nature of a rule of order as described on page 17, lines 22–25.” (RONR, 11th ed., pg. 263)

Yes. “Within this framework under the general parliamentary law, an assembly or society is free to adopt any rules it may wish (even rules deviating from parliamentary law) provided that, in the procedure of adopting them, it conforms to parliamentary law or its own existing rules. The only limitations upon the rules that such a body can thus adopt might arise from the rules of a parent body (as those of a national society restricting its state or local branches), or from national, state, or local law affecting the particular type of organization.” (RONR, 11th ed., pg. 10) ”Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one.” (RONR, 11th ed., pg. 14)

Yes. If multiple conflicting amendments have received proper notice, all are considered. In such a case, the last amendment adopted is what takes effect. It seems to me such an amendment is within the scope of notice. The proper course of action to accomplish this is, when the amendment is pending, to move to amend it.

Tomm, in light of the new information in this thread that your questions relate to a larger corporation and various subordinate clubs, could you clarify whether this question relates to the board of the corporation or the board of one of the clubs?

Then in this event, I am not sure what the disagreement is about, since the rules clearly state the procedure to use. A motion to raise the dues would have to be adopted by the club’s board and by the club’s membership.

Thank you for this clarification. So if it is desired to adopt additional amendments, a special meeting could (potentially) be called. This does not change my opinion that the adjourned meeting is a continuation of the annual meeting, rather than a second annual meeting.

I generally concur with Mr. Novosielski, although I would also note that there are some circumstances in which the chair may declare a meeting adjourned on his own initiative. The most common of these is when the assembly has completed its entire order of business and no member seeks the floor to introduce new business. Is this the situation in your board, or are members moving to adjourn when there is still business remaining?

I’m not sure it will change the answer to this question, but this statement is rather confusing, and I think I would like some more facts regarding what is meant by “deactivating” and “restarting” a committee, who “we” is, what the nature of this committee is, and why a committee has its own bylaws. Is this committee a part of a larger organization? If a member must attend three consecutive meetings in order to vote, and the committee has not had three meetings, then it would seem that no one may vote. It would likely have been prudent for the organization (if there is one?) to modify this rule when restarting the committee. In any event, however, the problem will seem to resolve itself in time, as there will be persons eligible to vote at the third meeting. In the interim, I suppose the second meeting will be very brief. (The other possibility is that, if there are persons who were members of the committee prior to the “deactivation,” those persons may have attended three consecutive meetings and therefore be able to vote.)

For starters, the motion to Lay on the Table appears to have been misused. The proper motion was the motion to Postpone to a Certain Time. In any event, the member is mistaken that the revision may not be amended. It may be amended. The bylaws committee has no authority to do this unless the revision is referred to it. Currently, the revision is in the hands of the assembly. This appears to be a revision, in which case anything is within scope. Then vote against those amendments. Additionally, if it is in fact correct that the organization now has no bylaws whatsoever as a result of the court ruling (which I find unlikely), then I suppose this is a case of adopting a new set of bylaws rather than a revision (because there is nothing to revise), but in any event, amendments are in order, with no limits of scope.

Tomm, in light of your quotations from the bylaws in this thread, could you clarify your statement that “The Club doesn't really have a set of Bylaws”? Or are these threads about two different organizations?

No, it would not be an option to adjourn the annual meeting and to call a new annual meeting. There can obviously only be one annual meeting per year, due to the definition of the word “annual.” The organization adopted explicit rules providing that amendments are in order only at the annual meeting and the specific times at which the steps in this process must be completed before the annual meeting, and quite clearly state that amendments may not be submitted at a later time. Based on these rules, I see no way around the fact that, after the deadline had passed, there was no longer any means to submit proposals until next year’s annual meeting. If the organization wished for greater flexibility in submitting amendments, it could have adopted more flexible rules.

Based on these facts, my own interpretation is that new submissions are not in order. The rule provides that submissions are called for four weeks prior to the AGM, that the submissions must be received within 10 days of the call for submissions, that no other submissions shall be accepted thereafter, and that the submissions received are distributed to the membership not less than two weeks prior to the meeting. There can obviously only be one annual meeting per year. An adjourned meeting is not a new annual meeting. It is a continuation of the annual meeting. This is the case even if the original meeting was adjourned due to a lack of quorum. It will ultimately, of course, be up to the organization to interpret its own bylaws. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

Generally, the dues are included in the bylaws, and the dues are changed by amending the bylaws. The bylaws should contain the requirements for their amendment, and those requirements generally include previous notice. (If they are silent, it requires a 2/3 vote with previous notice or a vote of a majority of the entire membership without notice.) Some organizations adopt rules in their bylaws authorizing the dues to be set in a lower-level rules and might specify the requirements for changing the dues. The bylaws may only be amended by the membership unless they provide otherwise In light of this, this statement that “The Club doesn't really have a set of Bylaws, only "Rules and Regulations" of the Club and that's where the current cost of dues are specified.” rather complicates things. Since it seems that this may well be the highest level of rules, this may well be the equivalent of bylaws for the club, and therefore the same rules would apply. So if the Rules and Regulations contain their own rules for their amendment, follow those rules, otherwise see above. As to the statement that “the Board can't make decisions that affect the general membership and just go ahead and raise the dues on its own, only the entire Members can vote to allow it,” I suppose that depends on what these Rules and Regulations regarding the authority of your board.

Well, the answer is essentially “No, but everyone is probably worrying too much about what is and is not on the agenda.” Well, the fact that this assembly meets less frequently than quarterly means there is no Unfinished Business, since in such assemblies, business which is not finished is not carried over to the next meeting. Additionally, in such assemblies, a general order cannot be created for a future meeting. So neither of these items was anything at the time the agenda was pending. If they had been part of the adopted agenda, they would have been general orders for the meeting. So the chair’s distinction between them was meaningless, and both items could be struck from the agenda. Unless the assembly has its own rules on this subject, however, there is no requirement that an item of business must be listed on the agenda in order to be considered. After all items on the agenda are completed, members may make motions in New Business.

I think this rule should be deleted, but in its place, it would be prudent to clarify in the bylaws the simple matter of (barring the filling of any vacancies) just which positions are elected at which times - for instance, certain positions are elected in even years and others in odd years. Okay. I appreciate this clarification. Based on these facts, I still think Mr. Honemann’s answer is correct.

I would first note the following points of information: It seems extremely likely that the organization is doing something very wrong with its minutes, as they should not be the subject of such controversy. Generally, the culprits are one or more of the following: 1) The assembly is putting too much information in the minutes. The minutes are a record of what was done, not what was said. 2) The chair is failing to require that lengthy motions be submitted in writing, so that they may be exactly stated and exactly recorded in the minutes, and as a result, there is disagreement over the content of motions. 3) The assembly fails to understand the purpose of approving the minutes. The purpose is to confirm that they are an accurate record of what happened, nothing more. If an organization only meets annually, it should authorize the board or a committee appointed for the purpose to approve the minutes, rather than waiting until the next annual meeting to approve them. The motion which was made is confusing. Generally, when minutes are approved, any corrections are proposed and voted on at that time, and after any corrections are handled. If for some reason it is expected that the necessary corrections are so extensive that this is impractical, the proper course of action would be to postpone the approval of the minutes, or to refer the approval of the minutes to a committee. None of these things were done, and instead the assembly adopted a strangely worded motion, the meaning of which is unclear. It seems to me that these departures from proper parliamentary procedure are what have led to this problem in the first place, and they should be addressed in the future to prevent future issues. In the interim, I suppose I will make my best attempt to resolve this mess. I agree that the motion the assembly adopted makes no sense. I have suggested above what should have been done. It seems to me the Secretary has done her best to comply with the motion as she has now submitted a final corrected version for review. I do not know whether or not this version meets the “contingencies” referred to in the motion. This is an excellent question that the membership at the 2019 meeting probably should have thought of. Email voting is not permitted unless authorized by the bylaws. What the club should have done, as noted above, is to authorize the board or a committee appointed for the purpose to approve the minutes. It is not prudent to have the membership try to remember what happened at a meeting a year ago (let alone two years ago). If this had been done, the board or committee could have worked out all of these issues long ago. Since the club failed to do this, however, it will indeed need to wait until the next regular meeting, even if it is a year off. RONR does not require attendance lists and therefore has no guidance on whose job it is to keep them. Perhaps your rules say something on this matter.

The amendment to the organization’s bylaws does not have retroactive effect. Because the parent organization’s bylaws already required subsidiary organizations to use RONR, however, and the parent organization’s rules take precedence, it is conceivable that a Point of Order could be raised in regard to a past action due to the parent organization’s rule. Generally speaking, however, a Point of Order regarding a violation of the rules must be made at the time of the breach in order to be timely. There are a few exceptions for particularly egregious violations.

Yes, certainly such organizations exist, and if the organization is indeed subject to applicable laws governing this subject, the organization should refer to those laws to determine 1) whether it is in order to remove properly noticed items from the agenda and 2) if so, what is the effect of doing so.

No, this is not correct. The assembly may strike either or both of these items if it wishes to do so, although I imagine that (as is often the case) there may be some confusion regarding the effect of striking an item from the agenda. Even if the item of Unfinished Business was struck from the agenda, it would still be an item of Unfinished Business (and should therefore be taken up automatically after Unfinished Business has been reached and all items on the agenda have been completed). On the other hand, the other item is no longer a general order, but it could still be moved under New Business. (This assumes the assembly has no rules of its own on this matter.) The purpose of an agenda is not to limit what items may be considered at the meeting, but to ensure that the most important items are considered first. It should also be noted of course, that most assemblies likely need not bother with an agenda and would be served perfectly well by the Standard Order of Business in RONR. Okay, but unless the assembly has its own rules on this subject, striking the item from the agenda, in and of itself, will not prevent its consideration. (Although the assembly could immediately adopt a motion to adjourn after all business on the agenda was completed.)