Constitutional quandary

[Guest Shawn]

I am a part of a local youth organization that is operated by a Constitution created about 12 years ago. In the Constitution, there are numerous offices spelled out, a total of 18 in all. Many of the positions spelled out in the Constitution have been vacant for more than 5 years. They are outdated or replaced by the changing times and changes within our organization. I joined 2 years ago. I've noticed that the rules of the organization are kind of fly by night and no one really obeys the letter of the law. Recently, we've had some inquiries from concerned parents and numerous new members who want to see the organization adhere to the rules more strictly. That's where the problem comes in.

Because positions are vacant, we can't officially reach a quorum to open a meeting. 2/3 of the elected Board members are required to be in attendance according to the Constitution. Also, according to the Constitution, nominations for a new Board member can only be made at a meeting. Since we can't officially open a meeting, we can't officially nominate anyone, so we can't get new Board members to fix the problem. There is a method outlined in the Constitution for amendment, but again, it requires a meeting to happen... which we can't have. The Constitution says. "Robert’s Rules of Order, revised, shall be the parliamentary authority for the organization, all questions not covered by the Constitution By-Laws, and such standing rules as the membership may adopt."

So, we are trying to find a way to make a motion to suspend the Constitution, since the rules it contains are effectively preventing us from doing anything as an organization that isn't technically out of order. There is nothing within the constitution that says we have the ability to nullify the constitution, or even that we have to vote to re-ratify at a specific time. Our concern is that the more we operate outside the constitution, the more we open ourselves up to problems down the line. Is there any legitimate way out of this problem?

[Guest Shawn]

I should say, that we only have 10 members at the moment, and it's more than enough to conduct business as we should, just not enough to operate under the constraints of our organizing document.

[Sean Hunt]

I should say, that we only have 10 members at the moment, and it's more than enough to conduct business as we should, just not enough to operate under the constraints of our organizing document.

If the quorum requirement refers to a fraction of Board members, that refers to that fraction those positions actually occupied, not to that fraction of the total number of persons. You should be able to call a meeting and amend your documents appropriately.

[Guest Shawn]

It requires 2/3 of the Board, not 2/3 of the members. And the Board is defined in another article as the 18 offices.

This is just one of the many problems we have with the constitution as it was written long ago and many of the requirements of the Board can't be complied with because changes were made years ago that clearly violated the constitution for the sake of expediency. So I'm still looking for something in Robert's Rules which we can use to essentially say this document doesn't work for our organization anymore, we want to write a new one. Is there an appropriate way to call for a committee to re-write the whole thing?

[Chris Harrison]

The quorum requirement can't be suspended (RONR pp. 263-264). From what you have told us there no way I can think of to legitimately get out of the quandary you all are in. You could just go ahead and do what you need to do but there would always be a continuing breach in the elections of the Board members and any actions which were taken without a quorum and there is no way to ratify what was done because you could never legitimately obtain a quorum. You could go ahead and proceed and hope (with fingers, toes, eyes, and legs crossed) that no one would ever raise a Point of Order (because the normal timeliness requirement doesn't apply with continuing breaches [RONR pp. 250-251]) because if they did the house of cards that was built would get blown over by a hurricane force wind.

What I would suggest is first to have a local parliamentarian check out your Constitution and any other governing documents and rules to see if there is any wiggle room to do what you want to do. If you can't find any wiggle room another idea is if the organization doesn't have bank accounts or own property or anything else that would have to be dealt with by the organization I would think about establishing a new organization with the current members migrating there (just make sure that your governing documents don't leave you all in the bind like this one did). If there are accounts or property involved but you all want to still consider the idea of starting up a new organization you might want to hire an attorney to look over the current governing documents to see if there is a way to transfer over the accounts, property, etc to the new organization.

[Tim Wynn]

It's up to the organization to decide the meaning of its bylaws. Imagine how wonderful it would be if the organization decided that 2/3 of the board means 2/3 of the board members currently in office. After all, how can an "office" be present or absent at a board meeting?

[Trina]

It's up to the organization to decide the meaning of its bylaws. Imagine how wonderful it would be if the organization decided that 2/3 of the board means 2/3 of the board members currently in office. After all, how can an "office" be present or absent at a board meeting?

Yeah, as long as it doesn't say something inconvenient, like "twelve (12) board members" somewhere in the quorum definition

[David A Foulkes]

Well, at first you wrote:

2/3 of the elected Board members are required to be in attendance according to the Constitution.

(emphasis added)

Then, in reply, you wrote:

It requires 2/3 of the Board, not 2/3 of the members. And the Board is defined in another article as the 18 offices.

So, what exactly does your constitution say on this -- 2/3 of the "elected Board members", or 2/3 "of the Board"? There is a difference, and if it's the former, your quorum problems vanish into the haze.

[Tim Wynn]

Yeah, as long as it doesn't say something inconvenient, like "twelve (12) board members" somewhere in the quorum definition

My thought exactly.

[Guest Shawn]

So if we can "interpret" the constitution to read as 2/3 of members currently on the Board for a quorum. Then could we then vote to amend the constitution giving us the ability to call for a committee that would be charged with re-writing the whole thing to remove the parts that essentially don't apply to the way things work in 2011 where 3-4 positions can be eliminated because we have a website now that does their job, so we don't need to fill it. So that we can remove the language saying girls and boys don't participate in the same sport, because we're now a co-ed organization... things like that.

[David A Foulkes]

Yeah, as long as it doesn't say something inconvenient, like "twelve (12) board members" somewhere in the quorum definition

In that case, I would think that Guest_Shawn would not have cited (twice) that it requires "2/3 of (whatever group)", but rather more explicitly would have said "it requires twelve members." Having the exact language of the constitution would avoid a lot of guesswork.

[Trina]

So if we can "interpret" the constitution to read as 2/3 of members currently on the Board for a quorum. Then could we then vote to amend the constitution giving us the ability to call for a committee that would be charged with re-writing the whole thing to remove the parts that essentially don't apply to the way things work in 2011 where 3-4 positions can be eliminated because we have a website now that does their job, so we don't need to fill it. So that we can remove the language saying girls and boys don't participate in the same sport, because we're now a co-ed organization... things like that.

Well, if you can reasonably interpret it so that you meet quorum, just follow the amendment process in the constitution. You probably don't need to amend anything simply in order to set up a bylaws review committee, do you?

A total rewrite is just a form of amendment (technically called a revision); it's fundamentally the same process, no matter how little (or how much) you are changing.

To clarify, you probably don't need to amend anything in order to set up your proposed committee. Amendment would take place when the rewrite is eventually voted on by the assembly. A committee is probably useful for doing the grunt work, but the committee wouldn't actually amend anything on its own -- it would make its recommendations to the larger assembly when its work is done.

[Tim Wynn]

So if we can "interpret" the constitution to read as 2/3 of members currently on the Board for a quorum. Then could we then vote to amend the constitution giving us the ability to call for a committee that would be charged with re-writing the whole thing to remove the parts that essentially don't apply to the way things work in 2011 where 3-4 positions can be eliminated because we have a website now that does their job, so we don't need to fill it. So that we can remove the language saying girls and boys don't participate in the same sport, because we're now a co-ed organization... things like that.

Yes, you can amend the constitution, if you can satisfy the requirement for amendment, which should be located near the end of the document.