Special Meeting Questions

[Rockp2]

Situation:  An organization with more than one-thousand members is having a vote to amend the bylaws.  All requirements have been met as far as time requirements, the call, etc.  The bylaws specifically allow for ‘Voting by Proxy’, which is the method 99% (roughly) of the members use to vote. Yes I know RONR is against Proxy voting...I didn't write the bylaws.  The building being used for the Special Members Meeting holds approximately 100 members.  This building, by custom, has been used for all meetings (to include Special Members Meetings).  The members’ directed Proxy instructs the Secretary (in writing) which way to vote on the motion as referenced in the call.

 

Question 1:  As unlikely as it is, if significantly more members attend the Special Meeting than the building can hold, and no other building is available, how would this be addressed?  Can a loudspeaker be used to extend the proceedings to those outside?  Even thought the outside members cannot see the Chair?  As long as someone is in place to notify the Chair that someone outside may have something to contribute to any debate?

 

Question 2:  Using a previous example in this forum that any amendment to a motion (Special Members Meeting) must be within the scope of the call (original motion to raise dues from $5 to $20…amendment raised at the meeting to the motion proposes raising dues to only $15).  If the Proxy Votes were in the majority for the original motion, does the Secretary have the authority to vote down the amendment to the motion by faithfully representing the spirit and authority granted in the majority of Proxies?  Thereby having the required votes necessary to meet all requirements in the control of the Secretary?  Or vice-versa…could the Secretary use that majority Proxy authority to approve the amendment to the motion?  

 

Hope I didn't make this too muddy.

[Guest Edgar]

. . . does the Secretary have the authority to vote down the amendment to the motion by faithfully representing the spirit and authority granted in the majority of Proxies?

I'm not sure what you mean by "the spirit" of a proxy but I'm afraid you won't find your answer in RONR.

I'm also concerned that all these proxies were given to the Secretary. I know that's common but I suspect most members don't know that they could give their proxies to any member (perhaps any person) who intends to attend the meeting.

[Josh Martin]

Question 1:  As unlikely as it is, if significantly more members attend the Special Meeting than the building can hold, and no other building is available, how would this be addressed?

 

Perhaps there would be an outdoor area available that could hold all the members.

 

Can a loudspeaker be used to extend the proceedings to those outside?  Even thought the outside members cannot see the Chair?  As long as someone is in place to notify the Chair that someone outside may have something to contribute to any debate?

 

Under RONR, a deliberative assembly meets in one room or area or under equivalent conditions requiring, at a minimum, simultaneous aural communication (and authorization in the bylaws is required for that). I don't think a loudspeaker and runners satisfies that description.

 

Question 2:  Using a previous example in this forum that any amendment to a motion (Special Members Meeting) must be within the scope of the call (original motion to raise dues from $5 to $20…amendment raised at the meeting to the motion proposes raising dues to only $15).

 

To clarify, the rule is that when a motion requires previous notice, any amendments must be within the scope of notice.

 

If the Proxy Votes were in the majority for the original motion, does the Secretary have the authority to vote down the amendment to the motion by faithfully representing the spirit and authority granted in the majority of Proxies?  Thereby having the required votes necessary to meet all requirements in the control of the Secretary?  Or vice-versa…could the Secretary use that majority Proxy authority to approve the amendment to the motion?  

 

I'm not sure what this has to do with scope of notice, but you should see FAQ #10 for any questions about proxies.

[jstackpo]

No mud - clear as a bell (mostly).

 

But neither question - good ones though they are - are dealt with in RONR as they are not matters of parliamentary procedure.

 

Your first is a logistics question, I suppose.  RONR essentially assumes that all attendees at a meeting - page 1 (!) - can hear each other and are in the same room.  "Extensions" of the "same room" are hinted at - p. 97 - via electronic means, but the "simultaneous aural communication" requirements still are required.

 

Your second (which is a tad muddier than the first) deals with the rules for proxy voting which are (technically, I guess) really legal matters.  And RONR doesn't deal with them, other than to define them - p. 428 - and to say that they are not proper unless authorized in bylaws, or state laws.  And those laws then control the sorts of dilemmas you describe.