after rescission

[Guest Patti]

THANKS to all for your advice and encouragement. One more question-

If we are successful in rescinding last years election: Our bylaws state "Vacancies may be filled by the Board, or by calling a special election". If last years election is rescinded there will be no Board because the entire board was elected at that time. Who then calls for a special election and how much time is required for the notice? Our bylaws require appointment of a nominating committee at least 60 days prior to the election meeting, but that is under normal nomination and election of officers in an election year (elections held only every two years). There is no reference as to what is required for calling a special election, can't find Special Election in RONR either.

[Josh Martin]

If last years election is rescinded there will be no Board because the entire board was elected at that time.

I didn't realize until now you were rescinding the election of the entire board. It doesn't have to be all or nothing, by the way. If you have a few good board members there's no need to toss them out with the bad eggs.

Who then calls for a special election and how much time is required for the notice? Our bylaws require appointment of a nominating committee at least 60 days prior to the election meeting, but that is under normal nomination and election of officers in an election year (elections held only every two years).

It is up to your organization to interpret its own Bylaws. See RONR, 10th ed., pgs. 570-573 for some Principles of Interpretation. As far as notice is concerned, it's just the regular previous notice requirement unless your Bylaws provide otherwise - include notice in the call of the meeting or at the previous meeting if the next regular meeting is within a quarterly interval.

Actually, I think I just came up with a good idea to handle both situations. Have the annual meeting as usual and set up an adjourned meeting to be held at some later date. Then provide notice that at the adjourned meeting, a motion to rescind the elections of whoever will be considered and if adopted, the assembly will fill the vacancies. The requirement for previous notice will be satisfied.

There is no reference as to what is required for calling a special election, can't find Special Election in RONR either.

It isn't in there.

[David A Foulkes]

Then provide notice that at the adjourned meeting.....

As an adjourned meeting is "legally a continuation of the meeting at which the motion is adopted", and that notice "must be made at the preceding meeting", is this actually viable? My understanding has been that an adjourned meeting is not a new and separate meeting, but is "part 2" of the initial meeting, and thus notice would have had to come in the call of the initial meeting (part 1) or at the meeting preceding that initial meeting. Or am I splitting too fine a hair here?

[Dan Honemann]

As an adjourned meeting is "legally a continuation of the meeting at which the motion is adopted", and that notice "must be made at the preceding meeting", is this actually viable? My understanding has been that an adjourned meeting is not a new and separate meeting, but is "part 2" of the initial meeting, and thus notice would have had to come in the call of the initial meeting (part 1) or at the meeting preceding that initial meeting. Or am I splitting too fine a hair here?

My understanding of the rules in RONR is that, generally speaking, previous notice (as defined on p. 116-118) can effectively be given during a meeting for a motion to be made at the next meeting, even although the next meeting will be a continuation of the same session.

However, this will not be true in all cases. For example, such a notice will not suffice to meet the notice requirement contained in Article IX of the sample bylaws (RONR, p. 570, l. 4-7) because of what is said on page 91, lines 11-16.

[Rob Elsman]

My understanding of the rules in RONR is that, generally speaking, previous notice (as defined on p. 116-118) can effectively be given during a meeting for a motion to be made at the next meeting, even although the next meeting will be a continuation of the same session.

I certainly agree, though this interpretation is troubling. It means that a required previous notice of a motion can be given at a meeting in the morning, and the motion can be considered and voted on at an adjourned meeting held later on the same day. What kind of protection of the rights of absentees this kind of notice really affords is questionable, especially when the interval of time is not reasonably long enough for the absentees to be notified and make arrangements to attend. In such a case, in what sense can it be said, really, that the rule protects the rights of absentees? Is it fundamentally fair?

[Guest Patti]

Thanks Josh, I didn't realize that we could rescind the election of only the two bad eggs. This will make the motion even more appealing to the assembly. We will attempt to do that at "the" meeting (by amending the agenda, if there is one, or under new business) and if it is successful, we will at that time give notice of a special election (per our bylaws, to fill a vacancy).

Am I on the right track?

We did request that the issue be included in the call for this first meeting. We sent a registered letter to the secretary, with CCs to the other three board members (she refused to sign for it) and also tried delivering in person with two witnesses (she wouldn't come to the door). We then delivered the letter in person to the other board members, who we know gave it to the secretary. Page 118 RONR L27-28 states the "secretary should then do this". How powerful is the should, it isn't a shall is it ?

[Dan Honemann]

I certainly agree, though this interpretation is troubling. It means that a required previous notice of a motion can be given at a meeting in the morning, and the motion can be considered and voted on at an adjourned meeting held later on the same day. What kind of protection of the rights of absentees this kind of notice really affords is questionable, especially when the interval of time is not reasonably long enough for the absentees to be notified and make arrangements to attend. In such a case, in what sense can it be said, really, that the rule protects the rights of absentees? Is it fundamentally fair?

Well, a rather strong argument can be made, based upon the history of the rule, that when previous notice is required (say in the case of a motion to rescind or amend a special rule of order when a majority of the entire membership is not present) the rule is session oriented rather than meeting oriented, but even in such a case it may be meeting oriented during a convention of delegates.

But all of these possible exceptions (and exceptions to exceptions) are more than I would like to discuss here in this forum.

[Josh Martin]

Am I on the right track?

Works for me.

Page 118 RONR L27-28 states the "secretary should then do this". How powerful is the should, it isn't a shall is it ?

I'm not sure what you're getting at. If you're asking if someone else can send out the call if the assembly currently has no Secretary, I would say that seems reasonable. As for someone else sending out the call when you still have a Secretary, I think that is problematic in this instance, since the Secretary will be sending out a different version of the call, and members won't know which one to believe. If you're asking if it is proper for the Secretary to neglect to include the notice in the call, the answer is certainly no. It's just one more reason to remove the Secretary from office.

[Guest Patti]

To clarify, I was asking if it was Ok for the secretary to ignore our request to place the issue with the call of the meeting. Apparently not, great, "one more reason", as you said.