Alex Meed

3 hours ago, Gary Novosielski said:

I am trying to get my head around the concept that a group of rational beings would rebel at the idea that they democratically choose the time and date of the next meeting, yet not rebel at the idea that one individual should have he power to dictate when and where they must show up, no matter how inconvenient.

You would have trouble getting your head around the mindset of the members of my organization. Though perhaps their attitude is because we haven't had a truly nasty President who has tried to exploit things like that. Views might change if, God forbid, that happens.

1 hour ago, Josh Martin said:

Yes, but the actual language also includes the words “at a meeting” which undercuts the position that this rule refers solely to what the board can do outside of a meeting, and is not intended to limit its authority at a meeting.

I think your interpretation is reasonable, but I believe this language leaves enough wiggle room that the opposite interpretation would also be reasonable.

20 minutes ago, Atul Kapur said:

Better tonight than at some unknown time in the future

One of the reasons you hire a professional parliamentarian: either to avoid these issues or to have someone to blame. 😀

Good luck tonight. Let us know how it goes, procedurally.

One more question for you gentlemen: would a sentence like the following added to Subsection (b) sufficiently clarify things? "This subsection does not limit [the board's] power to take action at meetings." And what about that addition along with rewriting the sentence in my original post to the following? "With the written consent of a majority of the officers, [the board] may subscribe [the society] to a position on a matter of public policy actually before a state or local governmental body, other than a ballot issue under Article VII."

Thanks a lot for y'all's guidance; I'll be sure to let you know what happens. And we could probably use a professional parliamentarian, but waging that fight would probably have sapped all of the political capital I have within the board... maybe in the future things will change. So it goes. ¯\_(ツ)_/¯

1 minute ago, Josh Martin said:

Yes, but the actual language also includes the words “at a meeting” which undercuts the position that this rule refers solely to what the board can do outside of a meeting, and is not intended to limit its authority at a meeting.

I think your interpretation is reasonable, but I believe this language leaves enough wiggle room that the opposite interpretation would also be reasonable.

Fair point. I think you and Atul Kapur have convinced me that this will need to be amended. I think my own judgment has convinced me it'll lead to some fireworks tonight, but oh well.

Gotta love finding issues in your bylaws draft after you voted it out of committee...

1 minute ago, Atul Kapur said:

Put it in writing for the other member to read and move it accurately (and, if you have time, write some talking points for them, too). Also, find another member to second the amendment.

That was my plan, and what I did on another bylaws issue we'll need to address tonight. I didn't think about finding a seconder in advance, though. I should probably get on that.

Gosh, this will be a fun few hours... thanks for your help.

1 hour ago, Atul Kapur said:

As you are already anticipating arguments about this potential ambiguity, fix it now to remove that ambiguity and make your intent explicit.

Otherwise it will depend on whatever a majority of the assembly feels at the time the question is raised.

Sounds about like what I expected. Handling this will be complicated because our current bylaws also make me the presiding officer when we consider the bylaws committee report on the floor (yes, yes, that's exactly what RONR says you're not supposed to do, but that's the way it is). I'm thinking I would probably want to have another member offer the amendment so that I don't have to get directly involved. Or, if nothing else, I could yield the chair if our current bylaws allow it, then introduce an amendment that would embody the interpretation that I prefer. I'm expecting that there will be a fight, since the ambiguity itself resulted from my errant attempt at weaving a bylaws committee member's demand (agreed to by the committee) into the bylaws report. And the best part is that we'll be doing all this about four hours from now!

In any event, it's probably better to resolve this by majority vote now than by majority vote when there's a concrete case to be arguing about.

1 hour ago, Atul Kapur said:

I'm glad that you are (perhaps belatedly) reading the Sections on Bylaws and the Principles of Interpretation. I draw your attention to p. 589, lines 1-3, "The ambiguous or doubtful expression should be amended as soon as practicable." That time is now.

Ah, I read that section of RONR long ago—I just failed to realize its application to this section of the bylaws report until after the committee rose...

The report of the bylaws committee of my society (which I wrote...oops) has a potential ambiguity that will probably require a clarifying amendment, but I want to see how you all would interpret it as it stands currently.

The society has an executive board with full power and authority, except in certain classes of business, none of which are at issue with this question. Section 6.5 of the bylaws committee report also allows the board to take action outside an in-person meeting in two manners. Subsection (a) allows the board to hold meetings by conference call or similar medium. Subsection (b) provides, in relevant part:

Quote

[The board] may subscribe [the society] to a position on a matter of public policy actually before a state or local governmental body, other than a ballot issue under Article VII, either at a meeting, or otherwise with the written consent of a majority of the officers.

(Note: the board consists solely of all officers.) Subsection (c) simply makes explicit that the board "may only take action at an in-person meeting or as this section otherwise allows", since our board has a history of trying to take action by majority written consent when it is not authorized to do so. (That's another issue for another time.)

In light of these provisions, especially Subsection (b), may the board subscribe the society to a position, at a meeting, on a matter of public policy that is not actually before a state or local governmental body?

My argument in favor is that Subsection (b) is within a section explicitly devoted to allowing the board to act outside meetings, and that none of its provisions should be taken to hinder the existing authority of the board within a meeting. My argument against is based on RONR p. 589, l. 33, to p. 590, l. 8, which begins "If the bylaws authorize certain things specifically, other things of the same class are thereby prohibited." It could be argued that taking a position on an issue not before a governmental body is of the same class as taking a position on an issue that is before a governmental body. However, my rebuttal to that is that Subsection (b) authorizes taking a position on an issue before a governmental body outside a meeting, since the board already can take positions at a meeting because it has full power and authority, and the thing of the same class that is prohibited is taking a position on an issue not before a governmental body outside a meeting.

I had a discussion on a related but separate topic in this thread. Thanks for helping correct my procedural misunderstandings on this subject.

1 minute ago, Josh Martin said:

Your organization may ultimately adopt whatever rules on this matter it wishes. The proposals you suggest seem reasonable.

I would spend less time worrying about what is “usual.” The important thing is that the rule is clear and that it works for your organization. 

Fair point. My preoccupation with the "usual" comes from a desire to avoid things that other societies have tried and failed—but ultimately, our organization is unusual in plenty of ways already, so I should probably just accept that.

Thanks for your guidance.

3 hours ago, Josh Martin said:

It does.

“As a general principle, a board cannot delegate its authority—that is, it cannot empower a subordinate group to act independently in its name—except as may be authorized by the bylaws (of the society) or other instrument under which the board is constituted; but any board can appoint committees to work under its supervision or according to its specific instructions. Such committees of the board always report to the board.” (RONR, 11th ed., pgs. 484-485)

Thanks. Still, a motion to commit would be a tough sell in this board, speaking from experience.

3 hours ago, Josh Martin said:

Assuming the board has the authority to consider disciplinary matters, I quite agree that disciplinary matters should be included as a permissible subject for executive session if such a rule is adopted.

It expressly does have that authority, and in fact under our proposed bylaws revision is required to consider disciplinary matters in closed session with previous notice to the full membership of the society.

3 hours ago, Josh Martin said:

 

2 hours ago, Richard Brown said:

Agreeing with the comments above by Mr. Martin, you have another option for hopefully limiting executive sessions to those situations which actually require one:  Requiring a super-majority vote of two-thirds or even higher to go into executive session.  The open meetings laws (sunshine laws) in some states provide for such a super majority vote of public bodies in order to go into executive session.  Another option, which may have its downsides, is to require that the particular matter to be discussed in executive session be stated in the motion to go into executive session and that only the matter(s) specifically named may be discussed.   Theoretically, at least, a point of order that the discussion has moved to something not authorized in the motion to go into executive session would result in a favorable ruling from the chair and he would prohibit further discussion of that topic.

This organization tends to enjoy putting supermajority requirements in its bylaws, so that could work.

I'malso quite partial to requiring executive session to stay on a publicly stated topic. It's already our board's practice to prepare an agenda for meetings, though we do not adopt the agenda or require the meeting to stick to it. But requiring executive session to be on a stated topic would synergize well with that practice. The downside is that officers could simply prescribe broad, uninformative topics for executive session, but hopefully electoral influence and the other board members will prevent that.

So would it be unusual to simply provide that the board has regular meetings at the call of the president or of X number of board members? Or perhaps that regular meetings occur on X weekday and may be rescheduled by written consent of Y number of board members, and the president or Z number of board members may call special meetings?

The approach you provide for scheduling meetings by resolution sounds much more sane, but I still feel like the board would revolt—albeit less intensely—if they lose the ability to reschedule regular meetings outside of having to take a vote at a prior meeting. Getting this organization to follow Robert's—or some semblance thereof—is enough of a battle already!

The discussion in this thread led to a separate question that I wanted to ask separately: Our executive board currently has weekly meetings to consider most of its business. We occasionally call meetings outside the weekly routine to handle incidental matters. Most of our weekly meetings are at the same time on the same weekday, but we sometimes reschedule that meeting based on board members' scheduling constraints. Our current bylaws are silent on board meetings other than that they "shall be held at least every two weeks and are open to all members of the organization."

We're doing a bylaws revision, and I think it might be prudent to bring our board meetings into the regular-meeting–special-meeting framework. But RONR's treatment of regular meetings (p. 89) says they are only usually scheduled on a weekday prescribed in the bylaws, or else by resolution. I think our board would revolt if the bylaws required meetings to be on the same weekday, and probably revolt even more strongly if they had to adopt a resolution at each regular meeting to schedule the next such meeting. Also, since we're a student organization, I want future boards to have the flexibility to continue or not continue regular meetings during the summer and winter.

Is it common for organizations to give a particular officer (say, the President) or a particular number of board members a high degree of control over when regular board meetings are called? How can this be done without creating an opportunity for subversion?

Also, the report of the bylaws committee, which I wrote (as bylaws chairman) with a confused understanding of the RONR provisions relating to boards, simply allows the President or a majority of officers to call a board meeting, and makes no distinction between regular and special meetings and no provision that the board meet at any regular interval. Is this a usual, or advisable, way of arranging board meetings, or should it be changed to provide for regular and special meetings?

Our board uses the small board rules (also known as the "nobody on our board knows or cares about Robert's Rules except me" rules, but that's another matter for another time).

Referring to Zev's suggestion, the board isn't expressly empowered by the bylaws to make committees of itself, though perhaps Robert's Rules confers that power on its own. But our members are allergic to what they perceive as excessive formality; last time I proposed that we refer a (much less polemical) matter to a committee, it was shot down almost immediately.

I understand that it's up to the society whether to put a list of acceptable closed-session topics in the bylaws. In our bylaws committee, I and others argued that we should not have such a list, because it could omit some important topic. But after this episode, I'm wondering if I should reconsider my opposition.

I just want to make sure that if we do include a list, we do it right. In reference to Mr. Martin's suggestions, we don't have an attorney (yet), contracts, or employees, so those matters wouldn't necessarily apply to us. But if we make a list, I'd still want to include at least the attorney provision as well as disciplinary matters.

But I'm not sure what else to include. I guess that's a question for the organization. The original intent of the executive session, before it went on the controversial tangent, was focused on a relatively unusual topic that is unfortunately still confidential, but I'm not sure we would have had the foresight to include it on any list we would have drawn up in advance. I just want to strike a balance between preserving accountability and giving the board the latitude it needs.

In the absence of a list or the ability to create committees, I suppose the board's bulwark against runaway closed sessions is persuading them not to veer in a potentially unsavory direction, as well as moving to postpone definitely.

35 minutes ago, Bruce Lages said:

Are "officer meetings" identical to board meetings?

Yes, what we call an officer meeting now is called a board meeting under the proposed revision.

28 minutes ago, Richard Brown said:

Alex, we are reading a lot about your custom when it comes to board meetings. Perhaps it will be helpful if you want quote for us exactly, verbatim, what your bylaws say regarding board meetings, both  regular and special. 

The current bylaws: "Officer meetings shall be held at least every two weeks and are open to all members of the organization." That's it. Literally nothing else.

The bylaws committee's report: "[The board] meets at the call of the President or a majority of the actual number of officers. The call of a [board] meeting must be announced to all members of [the society] at least one hour before the meeting, except meetings to consider absentee ballots as this Constitution requires. The quorum is a majority of the actual number of officers."

1 minute ago, Richard Brown said:

I imagine  the rationale is somewhat similar to the rationale which permits a limited number of general members to call a special membership meeting.

What is that rationale? Or is it stated somewhere in RONR?

11 minutes ago, Bruce Lages said:

I don't know anything about how your organization operates, but for most of the groups I am familiar with, where the board conducts the group's business between meetings of the general membership, regular meetings of the board are always mandated. Unless your general membership meets frequently - I would say at least once a month - it is usually the board that sees to the everyday business of the organization. I would strongly suggest that regular meetings of the board be provided for.

The general membership has weekly regular meetings for primarily social and program purposes; the board runs the org. The current bylaws require the board to meet every two weeks at least, but also make no provision for regular meetings. It is our practice that the president calls one meeting a week—usually at a regular time, but sometimes at a different time depending on scheduling constraints of board members. We also occasionally have smaller meetings to deal with particular issues, but most of our business happens at those weekly meetings.

11 minutes ago, Bruce Lages said:

As to allowing fewer members than a quorum to call a board meeting, one reason might very well be that a matter of importance for the board to deal with may not always be widely known to all board members when it arises. Allowing only a few members to call the board to act ensures that any such matter can be dealt with in a timely manner.

That's a good point for when the full membership considers the bylaws committee report tomorrow.

10 minutes ago, George Mervosh said:

You might want to review at least the first four paragraphs on p. 481 for more of what RONR does say.

That's the part I should have reviewed when I was running the bylaws committee. Oh well.

Gotcha. The way I wrote the bylaws revision was that the President of the organization (who is chairman of the board) or a majority of the other board members (as the bylaws committee wanted) can call a board meeting. (Quorum is a majority.) It does not provide for regular meetings of the board, probably because my hazy memory confused the rules for boards with the rules for committees and failed to check RONR.

Is this approach fine or is it destined to cause confusion? I should mention that this is an organization that cares very little about RONR; I'm probably the only person who owns the book and certainly the only one who had read it nearly cover-to-cover, even though it is our parliamentary authority. (That's a separate problem from the instant one.)

Separately, I suppose Mr. Brown's comment returns me, in a roundabout way, to something like my original question: what's the point of the bylaws allowing a number less than a quorum to call a board meeting?

Looks like y'all are right, now that I actually opened the dang book and checked. Let me make sure I understand correctly: A committee meets at the call of its chairman. If the chairman fails to call the committee's initial meeting, any two other members can do so.

On the other hand, a board has regular meetings and can also act at a meeting that is "properly called" (p. 486)... called by whom? The chairman alone, or do some board members have this inherent power?

RONR isn't in front of me, but I recall that it allows any two members of a board (or its chair) to call a board meeting. Or perhaps that only applies to committees.

I brought this up at our bylaws committee, of which I am chair, and they asked me to make an amendment allowing only a majority of the executive board to call a board meeting. Their rationale was that it could allow rebellious board members to call frivolous meetings, and that a meeting shouldn't be advertised and published to the general membership unless there will be a quorum—especially since our bylaws make board meetings open except when it goes into executive session.

Why can a minority of a board call a board meeting, if I recall correctly? Is it wise to require a majority to call the meeting?

My voluntary organization's board, which I serve on, has a rancorous relationship with a faction of the general membership. Our board meetings are open by default, with notes of the discussions released to the membership.

Recently, we had a closed session initially to discuss an unrelated topic, but we then began discussing a more controversial matter. We ended up hastily adopting a motion on that matter that, while I think it was ultimately justified, further inflamed tensions between the board and the aforementioned faction.

I don't want this to happen again. What are good ways to keep a closed session on its original topic? How can we discourage board members from bringing up topics in closed session that allow them to blow off steam but could ultimately do damage to the organization?

We're also lucky to be in the midst of a bylaws revision. One idea that the bylaws committee had, but did not adopt, was making a list of topics that may be discussed in closed session and requiring everything else to be done in open session. This is what public bodies do, but is this a good idea for the board of an ordinary society? What matters should be considered when drawing up the list?

Say the chair of a committee has called a meeting to take place tomorrow on the ground floor of the Flodz-A-Lot Corporation headquarters. True to its name, however, the building flooded due to a plumbing error, and the room will be inaccessible for the meeting.

What is the chair's recourse if the bylaws have no specific notice requirement for calling committee meetings? What if they require, say, three days' notice?

I can't tell whether the chair may, acting alone, compel a nonmember (other than a disorderly one) to depart, or whether this may only be required by a vote of the assembly.

For instance: "The chair has the power to require nonmembers to leave the hall, or to order their removal, at any time during the meeting; and the nonmembers have no right of appeal from such an order of the presiding officer." p. 648, ll. 17–21. This seems to grant this power to the chair acting alone.

However: "Nonmembers ... can be excluded at any time from part or all of a meeting of a society, or from all of its meetings. Such exclusion can be effected by a ruling of the chair in cases of disorder, or by the adoption of a rule on the subject, or by an appropriate motion as the need arises—a motion of the latter nature being a question of privilege (19)." p. 644, l. 29, to p. 645, l. 1. This seems to limit the chair's power to remove nonmembers to "cases of disorder" only, and require the assembly to adopt a rule or motion to that effect in all other cases.

Further support to the latter theory is given by p. 95, ll. 28–30: "A motion to go into executive session is a question of privilege (19), and therefore is adopted by a majority vote." So it would seem that the chair may not order all nonmembers excluded except by order of the assembly.

So, which is it? May the chair order a nonmember or group of them, who is not causing disorder, to leave the meeting without a vote of the assembly to do so?

This is the deficiency of my organization's Constitution that is probably easiest to explain:

Quote

Any member may present a proposal of a caucus to the Vice President. The proposal must include a statement of purpose, and be signed on by two dues paying members.

Does the proposer count as one of the two required signatories? (Our practice is that the proposer does count. But thank goodness there's never been a dispute about this...yet.)

Or perhaps my interpretation differs from yours? To me that passage means the board can set its own rules as long as they don't contravene the society's rules.

But that is probably off topic in this thread.

5 minutes ago, Daniel H. Honemann said:

No, a subordinate board may not set its own rules (see p. 486, ll. 13-19).

 

 

And that's why I'm not an RP. Thanks. (To be fair, I'm probably the only person in my organization who knows what a special rule of order is, so it's unlikely to be a concern for me.)