Roman.76

1 hour ago, Atul Kapur said:

In that case, it seems like the Annual Meeting is a meeting of all the students. Then quorum is a majority of all the students. It would be worthwhile to clarify your bylaws as you appear to have mixed Council meetings and the Annual meeting of all the students in one Article.

I do not think that the student body can be considered one "whose membership is loosely determined". You know who's registered as a middle or high school student at HCHSA, right? Then that's your membership list.

Great!  Thank you for providing me with your thoughts!  How would you recommend the bylaws be clarified?  I'm open to all suggestions to make it easier moving forward.

1 hour ago, Atul Kapur said:

You should hold your elections under Special Orders. RONR (quotation below) says you may do this and it's better to hold them as early as possible in the meeting in case there's any issues that require you to hold another round(s) of ballots, as noted on page 439.

"Matters that the bylaws require to be considered at a particular meeting, such as the nomination and election of officers, may be regarded as special orders for the meeting and be considered under the heading of Special Orders in the order of business." (RONR 11th ed., p. 357)

1 hour ago, Richard Brown said:

Atul beat me to it. I was just about to say that the elections are a special order of business if the bylaws specify that they should take place at a certain meeting, such as the annual meeting. So, the elections would come up at the appropriate place in the order of business for special orders, prior to new business. 

Thank you for that clarification!

47 minutes ago, Josh Martin said:

 

It seems to me that Section 5.4 applies to council meetings, and that the annual meetings are clearly meetings of the full student body (or at least the specified grades), not meetings of the council. So I don’t think Section 5.4 applies to the annual meetings. 

Since the bylaws are therefore silent regarding the quorum for annual meetings, RONR is controlling, and I think these provisions are relevant when the membership is defined as “All HCHSA middle school and high school students.”

“In organizations such as many churches or some societies in which there are no required or effective annual dues and the register of members is not generally reliable as a list of the bona-fide members, the quorum at any regular or properly called meeting consists of those who attend.” (RONR, 11th ed., pg. 346)

”In a mass meeting, or in a regular or properly called meeting of an organization whose bylaws do not prescribe a quorum and whose membership is loosely determined (as, for example, in many church congregations or alumni associations), there is no minimum number of members who must be present for the valid transaction of business, or—as it is usually expressed—the quorum consists of those who attend the meeting.” (RONR, 11th ed., pg. 21)

So do you believe that the quorum consists of those who attend the meeting?

12 minutes ago, Atul Kapur said:

@Roman.76, normally do all the students vote on the election of officers, or just the members of Council? In other words, how has your organization interpreted what "participate" means? That will provide useful information when your organization goes to interpret whether the annual meeting is a meeting of Council or of all the students.

Previously, all middle and high school students vote to elect officers.  This is also provided in our Constitution and Bylaws (quoted below).

"Section 3.3 - Voting.  Following speeches, officers shall be elected by ballot unless there is only one candidate in which case the candidate shall be elected by viva-voce.  All HCHSA middle and high school students shall have the right to vote in elections.  The nominee receiving the majority votes will be elected into office."

4 minutes ago, Joshua Katz said:

Hmm. Now I'm confused about another issue - what about these regular meetings? 5.2 specifies who meets at the annual meeting, but the bylaws do not say who is meeting at the regular meetings. From the language, my guess would be the general membership - i.e. all the students - but then, why does 5.2 specify that and not 5.1? I'm not sure what to do with that. Is there another section of the bylaws for council meetings? (I'm guessing not, but one can always hope.) If not, I think you have some ambiguities in your bylaws after all - in particular, whether this entire Article is about council meetings except 5.2, or if the whole thing is about general meetings. I can't tell, and I think it would involve understanding article 5 in context, i.e. knowing all your bylaws, which puts it beyond the scope of this forum. You can consult a local parliamentarian to help you interpret your bylaws (although, again, they can only help - the organization itself needs to make the real determination). Or your organization can brave it, armed with the section in RONR titled "General Principles of Bylaw Interpretation," (which are a few of the common-law canons of construction, shorn of their Latin names). 

Does it matter - i.e. do you typically get turnout of less than a majority of the students? (My guess is yes, but it never hurts to ask.)

Only the Student Council members are allowed to participate as a member during regular/special meetings.  Our Association members consists of adults and students (grades K-12).  The Association has a Board of Directors which consists of the parents.  The Board created the Student Council.  The reason sec. 5.2 specifies who can participate during annual meetings is to provide a grade limit.

We always have a quorum of the Council members present at meetings.  I am just curious if we have an annual meeting, does that now expand the number for a quorum because now there are more students participating?

13 minutes ago, Joshua Katz said:

The text that follows this is an order of business, not an agenda.

You're right, the list of items is the order of business, but they make up the agenda.

10 minutes ago, Joshua Katz said:

As I said, it doesn't look terribly ambiguous to me, but knowing what 5.1 and 5.3 are about might help. 

Here are sections 5.1 - 5.4:

Article V.  Meetings

Section 5.1 - Regular Meetings.  Regular meetings shall be held on the second and fourth Tuesday of each month at 12:30 p.m. from September to May of the following year inclusive unless otherwise ordered by the Council.

Section 5.2 - Annual Meetings.  The regular meeting on the second Tuesday in May shall be known as the annual meeting.  The purpose of the meeting shall be to elect officers for the next school year, to receive reports of officers and committees, and for any other business that may arise.  All HCHSA middle school and high school students shall have the right to participate in annual meetings.

Section 5.3 - Special Meetings.  Special meetings may be called by the president or upon a written request of three Council members.  The purpose of the meeting shall be stated in the notice.

Section 5.4 - Quorum.  A majority of the Council’s membership shall constitute a quorum.

I am a member of a student organization that adheres to RRNR.  I have a few questions regarding an annual meeting.  Thanks for any help!

1) When should elections take place?  Our agenda typically looks like this:

CALL TO ORDER

ROLL CALL

INVOCATION

1.    ADOPTION OF AGENDA

2.    APPROVAL OF MINUTES

3.    REPORTS OF OFFICERS

4.    REPORTS OF STANDING COMMITTEES

5.    REPORTS OF SPECIAL COMMITTEES

6.    SPECIAL ORDERS

7.    UNFINISHED BUSINESS AND GENERAL ORDERS

7.    NEW BUSINESS

8.    OFFICER’S OPEN FORUM

9.    ANNOUNCEMENTS

ADJOURNMENT

2) What is the quorum required for the meeting?  All middle and high school students have the right to participate.  So, is it a quorum of the number of middle and high school students or is it still a quorum of the Council?

Here are sections from Article V. Meetings of the Constitution and Bylaws for reference:

Section 5.2 - Annual Meetings.  The regular meeting on the second Tuesday in May shall be known as the annual meeting.  The purpose of the meeting shall be to elect officers for the next school year, to receive reports of officers and committees, and for any other business that may arise.  All HCHSA middle school and high school students shall have the right to participate in annual meetings.

Section 5.4 - Quorum.  A majority of the Council’s membership shall constitute a quorum.

On 2/4/2019 at 3:15 PM, Greg Goodwiller, PRP said:

The wording is the same for each example: On motion by member A, it was agreed by unanimous consent to host a Christmas party on December 21, 2019 from 5 p.m. to 8 p.m.

 

22 hours ago, Joshua Katz said:

Agreeing with the answer above, I think some further clarification is in order, in light of this and other posts on similar topics. A "motion" is simply a proposal placed before the body. Even if the word "move" is not said, nothing is done at a meeting without a motion. Even in this case:

there is still a motion, even if it might be understood rather than explicitly stated.

Therefore, this is not true:

When you ask for unanimous consent (and generally a member does not, but the chair might say "is there any objection to..." if the motion seems unlikely to have any opposition) you are proposing an action. Thus, you are making a motion.

4 hours ago, Shmuel Gerber said:

Have you guys looked at the book?

Under the heading "Adoption of a Motion or Action Without a Motion, by Unanimous Consent", it says "the method of unanimous consent can be used either to adopt a motion without the steps of stating the question and putting the motion to a formal vote, or it can be used to take action without even the formality of a motion."

It seems pretty clear to me that if an assembly takes action without a motion, it has taken action without a motion.

1 hour ago, Josh Martin said:

How should such actions be recorded in the minutes? Perhaps “By unanimous consent, the assembly agreed to host a Christmas party on December 21, 2019, from 5 p.m. to 8 p.m.”?

It seems that Josh provided a good example.  I was looking at the U.S. Senate "Floor Activity" and found an example that may also work.  Although the Senate does not use RRNR, they can still use unanimous consent.

By unanimous consent, on the request of Mr. McConnell, at 5:05 p.m., the Senate adjourned, under its order of today, until 10 a.m. tomorrow. - U.S. Senate Floor Activity: Adjournment

So a similar wording could be: "On the request of Member A, it was agreed by unanimous consent 'to host a Christmas party on December 21, 2019, from 5 p.m. to 8 p.m.'"

1 hour ago, Shmuel Gerber said:

Well, in the particular case of Example 2 above, I'm still wondering why Member A needs anyone's consent to host a Christmas party. 🙂

It is just a hypothetical question, but it could be for the body to host the party.

12 minutes ago, Gary Novosielski said:

Well, whether it's a motion or not, it's a decision reached, and therefore qualifies as something that was "done" and therefore belongs in the minutes.  If we're not going to treat it as a motion, what's the proper way of getting that recorded?  Josh's suggestion works for me, but treating it as a non-motion, while intended to simplify, seems to be complicating them.

I agree, it should definitely be in the minutes.  Probably just in different wording.

21 minutes ago, Greg Goodwiller, PRP said:

The wording is the same for each example: On motion by member A, it was agreed by unanimous consent to host a Christmas party on December 21, 2019 from 5 p.m. to 8 p.m.

 

Thank you, Greg!  I know you said the wording is the same but asking for unanimous consent isn't necessarily making a motion, correct?  So why would you say "On motion by..."?

Could someone provide examples of how to write something that was adopted by unanimous consent in the minutes?  I provided two examples below.  Thanks!

Example 1 (Motion):

Member A: "I move to host a Christmas party on December 21, 2019, from 5 p.m. to 8 p.m."

Chair: "Is there an objection?" [pause] "Without objection, it is so ordered."

Example 2 (Unanimous Consent):

Member A: "I ask unanimous consent to host a Christmas party on December 21, 2019, from 5 p.m. to 8 p.m."

Chair: "Without objection, it is so ordered."

57 minutes ago, Shmuel Gerber said:

 

We don't have the exact wording of the bylaws, but I think in this case it might be perfectly reasonable to interpret the provisions as excluding the vice-president from being counted toward the quorum.

27 minutes ago, Richard Brown said:

I agree and that has been my thought from the beginning. I don't think the rule as stated in RONR can be applied only to the president.

Below is the wording from the bylaws.  Please let me know what you think.

Section 6.1 - Establishing Committees; Vice President’s Ex-Officio Membership.  Committees, standing or special, may be established by the Council as it shall deem necessary.  Each committee shall consist of three or five members, besides the vice president.  Their members shall be elected by ballot as prescribed by the parliamentary authority.  Each Council member may nominate one person.  The vice president shall be an ex officio member of all committees.

So the student council I am a member of uses the order of business listed in RRNR on p. 353.  The agendas are also sent out with the notice of a meeting (at least 72 hrs. prior to the start of the meeting) by the president(chair) of the council.  Would it be "acceptable" or "proper" for the president to add items under New Business?  I understood that nothing should be listed under New Business because this is a time for members to bring up their own proposals/motions.

34 minutes ago, Guest Zev said:

I'm curious as whether this was a regular or special meeting, what heading in the order of business was current, and why do you think the member requested unanimous consent rather than the chairman just announcing that nominations were open.

This was a regular meeting and it was done under New Business.  I think the chair did not announce that nominations were open because it was under New Business and it was not a special order or general order.  I think the chair can only announce something like that if it is "supposed" to come up (such as a special order or general order).

Does anyone else have a different perspective on this situation?

1 hour ago, Atul Kapur said:

It's not explicit, so I've edited my post.

1 hour ago, Atul Kapur said:

I'd suggest that you include the notice of election in the call for your next meeting. Then, when the meeting reaches General Orders New Business the Chair can start the election by announcing that nominations are open.

 

Thank you very much!

Lastly, I wanted to see if anyone finds anything wrong with this procedure?  This occurred at a previous meeting and I want to confirm if this is possible to do or if there were any errors in this procedure.

1) a member asked unanimous consent to open nominations for a vacant committee position

2) without objection, nominations were open

3) nominations were made

4) after there were no more nominations, nominations were closed

5) a member moved to set the ballot vote for the nominees as a special order for the next meeting (This was done so the council could contact the nominees to see if they were interested in serving before voting.)

5) the motion was adopted

Anything wrong here?

5 minutes ago, Atul Kapur said:

I'd suggest that you include the notice of election in the call for your next meeting. Then, when the meeting reaches General Orders the Chair can start the election by announcing that nominations are open.

For something to be made a general order doesn't it have to be voted to be such at a previous meeting?

2 minutes ago, Atul Kapur said:

Roman, the problem here is that the section you quoted refers to ex-officio members who are not under the authority of the society; that's what "latter class" means in the quote above. It refers to the immediately preceding lines 30-34 of page 483. The example of someone who is outside the society's authority is a state governor who is ex officio a trustee of a private academy.

The Vice-President is under the authority of the society, so the Vice-President does count towards a quorum. In fact, there is no distinction between the VP and any other member of the committee.

Ok, thank you for clarifying that.  You're right, I missed that part.

17 minutes ago, Joshua Katz said:

It seems to me that, barring any special provisions for filling vacancies on committees, they should be filled by the same body and procedure as the initial appointment, i.e. by the council, and by ballot. 

 

Thank you for confirming that, but what motion exactly needs to be made in order to do that.  Would it be a motion to open nominations, a motion to appoint members to the vacant positions, etc?  I'm looking for a step-by-step process if someone can provide me with one.

17 minutes ago, Joshua Katz said:

But here's an interesting question for forum regulars to ponder (at least, I think it's interesting):

Does the VP count towards/against quorum? We know if the same provision specified the President, he would not.

 

In response to your question about whether the vice president counts towards a quorum of a committee or not (as an ex-officio member):

RRNR, page 497, lines 20-22 states, "The rules affecting ex-officio members of committees are the same as those applying to ex-officio members of boards (pp. 483-84)."

Page 483, line 35, and page 484, lines 1-3 states, "The latter class of ex-offico board member, who had no obligation to participate, should not be counted in determining the number required for a quorum or whether a quorum is present at a meeting."

Therefore, I believe the vice president does not count towards a quorum.  However, someone please correct me if I am wrong.

I the president of a student council that is governed by a single constitution and bylaws document and the latest edition of RRNR.  At a previous regular council meeting, a motion was adopted to create a special committee of five members to organize an event the council will be hosting.  After the motion was adopted, the council went straight into making nominations for the special committee.  After there were no more nominations, the chair closed the nominations and the council voted by ballot.  In the end, five members were appointed to the committee.

Our bylaws state that a committee shall consist of either three or five members, besides the vice president (who is an ex-offico member of all committees).  It also states that members to any type of committee shall be elected by ballot.

Recently, two members declined their position on the committee, which leaves the committee with two vacancies.  The council now needs to appoint two more members to the committee in order to fulfill the five-member positions that were established by the adopted motion.

With that said, I'm wondering what is the proper procedure to fill the two vacancies (ie. what motion needs to be made to do so, etc.)?

Thank you for any help!