Resignations from Membership

[Mitchell]

In Article III, Section 4, of the sample bylaws (RONR, 11th ed., p. 584, ll. 26-30), it says that that the Recording Secretary "shall present [resignations from membership] to the Executive Board for action." Being that the Executive Board is subordinate to the membership, if a Society adopted this bylaw provision, would the membership still be able to act on the resignation? Or is this now exclusively under the purview of the Board?

[Dan Honemann]

In Article III, Section 4, of the sample bylaws (RONR, 11th ed., p. 584, ll. 26-30), it says that that the Recording Secretary "shall present [resignations from membership] to the Executive Board for action." Being that the Executive Board is subordinate to the membership, if a Society adopted this bylaw provision, would the membership still be able to act on the resignation? Or is this now exclusively under the purview of the Board?

Now this, I think, is a really interesting question.

Under the provisions of Article III, Section 4, of the sample bylaws, resignations from membership are to be presented to the board for action, which means that, as a practical matter, the board has exclusive control to a large extent since, if it acts upon a resignation and the resigning member is present or has been officially notified, that will be the end of the matter (RONR, 11th ed., p. 308, ll. 24-27).

I do not think, however, that the membership has completely divested itself of control. For example, if the Society is contemplating taking disciplinary proceedings against a member, and does not want to have these proceedings blocked by an acceptance of the member’s resignation, I think it still has the power to instruct the board not to accept such a resignation if it is submitted.

[David A Foulkes]

Now this, I think, is a really interesting question.

Under the provisions of Article III, Section 4, of the sample bylaws, resignations from membership are to be presented to the board for action, which means that, as a practical matter, the board has exclusive control to a large extent since, if it acts upon a resignation and the resigning member is present or has been officially notified, that will be the end of the matter (RONR, 11th ed., p. 308, ll. 24-27).

I do not think, however, that the membership has completely divested itself of control. For example, if the Society is contemplating taking disciplinary proceedings against a member, and does not want to have these proceedings blocked by an acceptance of the member’s resignation, I think it still has the power to instruct the board not to accept such a resignation if it is submitted.

So, let's say a Director of the Board submits his resignation from membership to the Secretary just prior to a scheduled Board meeting being called to order. The next scheduled membership meeting is two weeks away, and to call a special meeting of the membership requires seven days notice. Thus, the Board could accept the resignation (the Director being at the meeting), and the membership would have no recourse should it, for some reason, wish not to allow the resignation?

Let's say that a majority of the Board questions whether the resignation should be accepted at this time, pending notification of the general membership and their subsequent input/decision on the matter. What would be the best parliamentary step to take to put off consideration (and final disposition) of the resignation? Postpone it to the next Board meeting, which will take place after the membership meeting where it can be addressed there (the membership perhaps instructing the Board to reject the resignation)?

[Dan Honemann]

So, let's say a Director of the Board submits his resignation from membership to the Secretary just prior to a scheduled Board meeting being called to order. The next scheduled membership meeting is two weeks away, and to call a special meeting of the membership requires seven days notice. Thus, the Board could accept the resignation (the Director being at the meeting), and the membership would have no recourse should it, for some reason, wish not to allow the resignation?

Let's say that a majority of the Board questions whether the resignation should be accepted at this time, pending notification of the general membership and their subsequent input/decision on the matter. What would be the best parliamentary step to take to put off consideration (and final disposition) of the resignation? Postpone it to the next Board meeting, which will take place after the membership meeting where it can be addressed there (the membership perhaps instructing the Board to reject the resignation)?

The board is fully empowered to act upon the resignation, but obviously it doesn't have to do so immediately if "a majority of the Board questions whether the resignation should be accepted at this time, pending notification of the general membership and their subsequent input/decision on the matter." If a motion has been made to accept it, the motion can be postponed, as you suggest.

[Thomas Ralph]

I was going to suggest that the membership could rescind the board's acceptance of the resignation, but then I thought better of it.

[David A Foulkes]

I was going to suggest that the membership could rescind the board's acceptance of the resignation, but then I thought better of it.

Especially in light of the previous p. 308 citation!

[Steven Britton]

I'll bite: Wouldn't it also rely on what is stated in the delegation of authority clause in the bylaws? Specifically the suggested wording on pg 578 ll. 11-15?

[Dan Honemann]

I'll bite: Wouldn't it also rely on what is stated in the delegation of authority clause in the bylaws? Specifically the suggested wording on pg 578 ll. 11-15?

The sample bylaws are set forth in full on pages 583-88.

[Steven Britton]

The sample bylaws are set forth in full on pages 583-88.

Thanks for the answer.

[Guest Nancy N.]

....

Dan Honemann, on 27 January 2012 - 02:22 PM, said:

The sample bylaws are set forth in full on pages 583-88.

I infer from what Mr. Honemann says here that he's going by the sample bylaws as they are presented as a set, p. 583 - 588, and that he is not looking at the effects of variants like the one on p. 578 that Steven Britton brings up, which might be afield enough that they should be brought up in another thread if at all. Or perhaps, at 2:22 PM, it was just well past Mr. Honemann's bedtime, and he was feeling cranky, for which I can't blame him; I myself was napping then, and would have been cranky if Steven had woke me to ask about some nitpick on p. 578. Or maybe Mr. Honemann was faunching for the Bay.

But considering that if the board acts on the resignation before the membership can meet, it's a done deal, even under the weaker provisions of Art. IV, Section 2, Steven, how would p. 579 make any difference?

(You all might think this was perhaps digressive, if not outright snarky, but I'll point out that I got a couple page citations in here, and not gratuitously, which is more than usual.

(It says above "Dan Honemann??" because I'm not sure if I cut-and-paste right)

[Steven Britton]

To the devine Ms N.

But considering that if the board acts on the resignation before the membership can meet, it's a done deal, even under the weaker provisions of Art. IV, Section 2, Steven, how would p. 579 make any difference?

My Query was in reference to the following comment that Mr Dan had made in his second post:

"I do not think, however, that the membership has completely divested itself of control. For example, if the Society is contemplating taking disciplinary proceedings against a member, and does not want to have these proceedings blocked by an acceptance of the member’s resignation, I think it still has the power to instruct the board not to accept such a resignation if it is submitted."

Sorry, Next time I'll draw a better picture!

[Guest Nancy N.]

...

Oho.

The question posed by the mortil Mr. Brinnon, then, is whether the membership, by adopting the provisions on p. 578, coupled with the sample article 3, Section 4, has completely divested itself of control.

I think not. As has been (painfully) pointed out, the book says (p. 473, beginning line 6), in my view with excessive subtlety, "in any event" -- meaning, regardless of whether the sentence on p. 578 or the one on p. 586 defines the board's powers. The beginning of the next sentence on p. 483, lines 9 - 10, lays out the issue: does the wording on p. 578 confer exclusive control to the board? The point here is exclusivity; I used to think it does, but I was (painfully) persuaded a year or so ago that it does not. Indeed (indeed!), the introductory wording on p. 586, lines 5 - 9, suggests that the passage on lines 11 - 15 seeks not to weaken the authority of the membership, but merely to give the board more to do routinely.

(I bet if Gary's Rules or Order had actually come out around 2003 or 2004, not just threatened, or even any time since, we'd have an analeptic if unsettling perspective on all this.

("Analeptic" is from Nero Wolfe.)

[Dan Honemann]

Oho.

The question posed by the mortil Mr. Brinnon, then, is whether the membership, by adopting the provisions on p. 578, coupled with the sample article 3, Section 4, has completely divested itself of control.

I think not. As has been (painfully) pointed out, the book says (p. 473, beginning line 6), in my view with excessive subtlety, "in any event" -- meaning, regardless of whether the sentence on p. 578 or the one on p. 586 defines the board's powers. The beginning of the next sentence on p. 483, lines 9 - 10, lays out the issue: does the wording on p. 578 confer exclusive control to the board? The point here is exclusivity; I used to think it does, but I was (painfully) persuaded a year or so ago that it does not. Indeed (indeed!), the introductory wording on p. 586, lines 5 - 9, suggests that the passage on lines 11 - 15 seeks not to weaken the authority of the membership, but merely to give the board more to do routinely.

(I bet if Gary's Rules or Order had actually come out around 2003 or 2004, not just threatened, or even any time since, we'd have an analeptic if unsettling perspective on all this.

("Analeptic" is from Nero Wolfe.)

My job is to interpret Nancy's citations.

In this instance, "p. 473, beginning line 6" means "p. 483, beginning on line 6", and "p. 586, lines 5 - 9" means "p. 578, lines 5-9". Nancy does this sort of thing because she likes to remind us that, no matter what we're looking for, other parts of the book are important as well.

Shmuel's job is to interpret everything else.

[Steven Britton]

My job is to interpret Nancy's citations.

In this instance, "p. 473, beginning line 6" means "p. 483, beginning on line 6", and "p. 586, lines 5 - 9" means "p. 578, lines 5-9". Nancy does this sort of thing because she likes to remind us that, no matter what we're looking for, other parts of the book are important as well.

Shmuel's job is to interpret everything else.

So the caveat giving the a board prevailing authority should include the word "exclusive, " correct?

Dan, thank you for the interpretation. It was difficult understanding how Mrs. Duffy's minutes applied to this conversation.

[Dan Honemann]

So the caveat giving the a board prevailing authority should include the word "exclusive, " correct?

I'm afraid that I don't understand what this is getting at.

[Steven Britton]

How would an organization or what would the wording in the bylaws be, if the members intend to vest the prevailing authority to its Board of Director's? Apparently to accomplish this, the wording on p. 578 is insufficient.

[Dan Honemann]

How would an organization or what would the wording in the bylaws be, if the members intend to vest the prevailing authority to its Board of Director's? Apparently to accomplish this, the wording on p. 578 is insufficient.

"Apparently?" There should be no doubt about it.

You will find a description of four types of boards in RONR (11^th ed.), on page 9, lines 4-17. Pay particular attention to the description of a “board within an organized society” on lines 14-17, as contrasted with the others. "A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate." The discussion on pages 481-83 is about “The Executive Board of an Organized Society”, and Section 56 deals with the bylaws of such a society.

Unless prevented from doing so by applicable law (or some other higher authority), an organized society is, of course, free to adopt bylaws which provide whatever it wants them to provide, including vesting complete and unfettered power and authority solely in its executive board. In interpreting the bylaws of such a society, however, the assumption is that the membership did not intend to completely divest itself of its authority unless it has very clearly and unambiguously said so. The language on page 578, lines 11-15, is suggested for use when a society wishes to leave full administrative authority to its subordinate board “between the society’s meetings” (p. 578, ll. 5-7). As Nancy so eloquently and accurately notes, “the passage on lines 11-15 seeks not to weaken the authority of the membership, but merely to give the board more to do routinely.”

[Mitchell]

I do not think, however, that the membership has completely divested itself of control. For example, if the Society is contemplating taking disciplinary proceedings against a member, and does not want to have these proceedings blocked by an acceptance of the member’s resignation, I think it still has the power to instruct the board not to accept such a resignation if it is submitted.

Let's suppose that the Society wants the resignation to be accepted as soon as possible and that the next membership meeting is scheduled for before the next Board meeeting. Is the authority of the membership limited to instructing the Board to accept the resignation, or could the membership accept the resignation on its own?

[Sean Hunt]

Let's suppose that the Society wants the resignation to be accepted as soon as possible and that the next membership meeting is scheduled for before the next Board meeeting. Is the authority of the membership limited to instructing the Board to accept the resignation, or could the membership accept the resignation on its own?

The sample bylaws do not* explicitly provide that this is a matter of the Board's exclusive authority, so it is within the membership's authority. The Recording Secretary is not, however, obliged to report to the membership that the member has submitted his resignation.

*an unverified claim, mind you

[Steven Britton]

"Apparently?" There should be no doubt about it.

You will find a description of four types of boards in RONR (11^th ed.), on page 9, lines 4-17. Pay particular attention to the description of a “board within an organized society” on lines 14-17, as contrasted with the others. "A board within an organized society, on the other hand, is an instrumentality of the society's full assembly, to which it is subordinate." The discussion on pages 481-83 is about “The Executive Board of an Organized Society”, and Section 56 deals with the bylaws of such a society.

Unless prevented from doing so by applicable law (or some other higher authority), an organized society is, of course, free to adopt bylaws which provide whatever it wants them to provide, including vesting complete and unfettered power and authority solely in its executive board. In interpreting the bylaws of such a society, however, the assumption is that the membership did not intend to completely divest itself of its authority unless it has very clearly and unambiguously said so. The language on page 578, lines 11-15, is suggested for use when a society wishes to leave full administrative authority to its subordinate board “between the society’s meetings” (p. 578, ll. 5-7). As Nancy so eloquently and accurately notes, “the passage on lines 11-15 seeks not to weaken the authority of the membership, but merely to give the board more to do routinely.”

Again Dan, thank you.