What can a Society do

[Guest Titus]

The Society of which I am Chair has a real mess on its hands....

 

- November 1996: Society adopts a standing rule banning the Society from funding political clubs. This rule continues to be in effect.

- March 2011: Executive Committee of the Board approves an application to fund a left-wing club.

- October 2012: Executive Committee of the Board considers an application to fund a right-wing club. Motion postponed.

- December 2012: Board of the Society voted to fund the right-wing club in question.

- April 2013: Society holds a General Meeting. A motion to adopt a standing rule banning the Society from funding political clubs is moved and stated by the Chair. The Society votes to postpone this motion to the next General Meeting.

- July 2013: Board voted to fund *ALL* clubs, including a number of clubs that had previously been unfunded due to their 'political' status.

- September 2013: I become Chair.

- ??? 2013: Next General Meeting of the Society will be held. The postponed motion from the April 2013 meeting is now on the floor.

 

What do I do?

(a) Declare the motion to be out of order because it is redundant, since the November 1996 motion is still in effect?

( Declare the motion to be in order, and interpret it as constituting instructions to Council to cancel the funding for all 'political' clubs?

© A third option?

[Dan Honemann]

The Society of which I am Chair has a real mess on its hands....

 

- November 1996: Society adopts a standing rule banning the Society from funding political clubs. This rule continues to be in effect.

- March 2011: Executive Committee of the Board approves an application to fund a left-wing club.

- October 2012: Executive Committee of the Board considers an application to fund a right-wing club. Motion postponed.

- December 2012: Board of the Society voted to fund the right-wing club in question.

- April 2013: Society holds a General Meeting. A motion to adopt a standing rule banning the Society from funding political clubs is moved and stated by the Chair. The Society votes to postpone this motion to the next General Meeting.

- July 2013: Board voted to fund *ALL* clubs, including a number of clubs that had previously been unfunded due to their 'political' status.

- September 2013: I become Chair.

- ??? 2013: Next General Meeting of the Society will be held. The postponed motion from the April 2013 meeting is now on the floor.

 

What do I do?

(a) Declare the motion to be out of order because it is redundant, since the November 1996 motion is still in effect?

( Declare the motion to be in order, and interpret it as constituting instructions to Council to cancel the funding for all 'political' clubs?

© A third option?

 

Putting aside the fact that motions cannot properly be postponed from one meeting to the next if the next meeting will not be held within a quarterly time interval (RONR, 11th ed., p. 183, ll. 7-11), a motion to adopt (or reaffirm) an existing rule is out of order (RONR, 11th ed., p. 104, ll. 24-31). As a consequence, as the presiding officer you should rule that the motion is out of order because the November 1996 motion is still in effect.

 

The previously adopted approvals to fund political clubs are null and void (RONR, 11th ed., p. 483, ll. 6-9).

[Guest Titus]

Thank you Mr. Honemann. Since it is desired to stop the Board's defiance of the Society's standing rule, what options do the members have at the general meeting? Note that this will be a special meeting.

- Titus

[Dan Honemann]

Thank you Mr. Honemann. Since it is desired to stop the Board's defiance of the Society's standing rule, what options do the members have at the general meeting? Note that this will be a special meeting.

- Titus

 

I'm afraid that your options may be rather limited, since the only business that can be transacted at a special meeting is that which has been specified in the call of the meeting (RONR, 11th ed., pp. 91-93).

[Josh Martin]

Since it is desired to stop the Board's defiance of the Society's standing rule, what options do the members have at the general meeting? Note that this will be a special meeting.

 

FAQ #20 has some good options for dealing with defiant board members. As noted, however, this might not be an option at the upcoming special meeting, since the assembly may only conduct the business included in the call. You might need to call a new special meeting or wait until the next regular meeting.

[Dan Honemann]

FAQ #20 has some good options for dealing with defiant board members. As noted, however, this might not be an option at the upcoming special meeting, since the assembly may only conduct the business included in the call. You might need to call a new special meeting or wait until the next regular meeting.

 

Josh, this is an interesting situation, because I think it is in order to raise questions of privilege at special meetings.

[Josh Martin]

Josh, this is an interesting situation, because I think it is in order to raise questions of privilege at special meetings.

 

Hm... that's true. A member could raise a Question of Privilege relating to the conduct of the society's officers. So I would think the assembly could at least adopt a motion to censure the board members.

 

If the second paragraph of FAQ #20 applies here, could a question of privilege be used to introduce a motion to remove the members from office, or would that be too much of a stretch?

[Dan Honemann]

Hm... that's true. A member could raise a Question of Privilege relating to the conduct of the society's officers. So I would think the assembly could at least adopt a motion to censure the board members.

 

If the second paragraph of FAQ #20 applies here, could a question of privilege be used to introduce a motion to remove the members from office, or would that be too much of a stretch?

 

Well, a motion to remove officers from office is a question of privilege affecting the assembly (RONR, 11th ed., pp. 653-54), so I suppose the answer is yes.

[Guest Titus]

Thank you all.

 

There is a bit of an additional complication: the text of the Standing Rule is a little bit different from the text of the motion to be considered at the upcoming Special General Meeting.

 

The text of the standing rule reads: "The [society] will not fund Common Interest Groups." The minutes of that meeting define Common Interest Groups as "groups pertaining to political, religious and ethnic issues."

 

The text of the postponed motion to be considered at the upcoming meeting reads:

"BIRT the [society] will not fund clubs affiliated with political parties, with religious organizations or causes, or with external organizations;

"BIFRT no Campus Club may fundraise, support, promote, sponsor, or advertise for a political party or religious organization"

 

So the postponed motion raises an additional issue not covered by the standing rule: a ban on clubs "affiliated with external organization," even if the group in question does not pertain to political, religious, or ethnic issues. So it appears that the motion is partially in order and partially not in order.

 

In addition, I am the Chair of the Board of this organization. Suppose a member of the Board, at a regular Board meeting, raises a Point of Order, and points to a continuing breach of the Standing Rule inherent in the Board's having voted to allocate regular funding to certain political clubs. As Chair, should I rule that the Point is well taken, and order the Society to cease funding these clubs?

[Josh Martin]

There is a bit of an additional complication: the text of the Standing Rule is a little bit different from the text of the motion to be considered at the upcoming Special General Meeting.

 

The text of the standing rule reads: "The [society] will not fund Common Interest Groups." The minutes of that meeting define Common Interest Groups as "groups pertaining to political, religious and ethnic issues."

 

The text of the postponed motion to be considered at the upcoming meeting reads:

"BIRT the [society] will not fund clubs affiliated with political parties, with religious organizations or causes, or with external organizations;

"BIFRT no Campus Club may fundraise, support, promote, sponsor, or advertise for a political party or religious organization"

 

So the postponed motion raises an additional issue not covered by the standing rule: a ban on clubs "affiliated with external organization," even if the group in question does not pertain to political, religious, or ethnic issues. So it appears that the motion is partially in order and partially not in order.

 

Yes, that makes things more interesting. As it stands, the motion is still out of order. A slightly different motion which excluded the parts already covered by an existing standing rule, however, would be in order. It would also be in order to move to amend the existing standing rule and substitute the proposed wording (which might be a good idea, since the proposed wording is much clearer - although some more clarity about what is meant by "external organizations" probably wouldn't hurt). Either motion would be clearly related to the subject of the special meeting, and would therefore be in order.

 

In addition, I am the Chair of the Board of this organization. Suppose a member of the Board, at a regular Board meeting, raises a Point of Order, and points to a continuing breach of the Standing Rule inherent in the Board's having voted to allocate regular funding to certain political clubs. As Chair, should I rule that the Point is well taken, and order the Society to cease funding these clubs?

 

Yes.

[Guest Edgar]

The Society of which I am Chair . . . 

 

In addition, I am the Chair of the Board of this organization. 

 

This is somewhat off-topic but you might want to amend your bylaws to differentiate between the President of the society and the Chair of the board of that society. The same person could hold both offices but giving them different titles can avoid confusion.

[Josh Martin]

This is somewhat off-topic but you might want to amend your bylaws to differentiate between the President of the society and the Chair of the board of that society. The same person could hold both offices but giving them different titles can avoid confusion.

 

If the same person always holds both titles (the Chair of the Society is the ex officio Chair of the Board), I don't see how it's confusing.

[Guest Titus]

Josh Martin: 

....It would also be in order to move to amend the existing standing rule and substitute the proposed wording (which might be a good idea, since the proposed wording is much clearer - although some more clarity about what is meant by "external organizations" probably wouldn't hurt). Either motion would be clearly related to the subject of the special meeting, and would therefore be in order.

I respectfully disagree. The original standing rule broadly forbids funding student groups that "pertain[] to political, religious and ethnic issues"; the postponed motion merely bans funding groups that are "affiliated with political parties, with religious organizations or causes, or with external organizations." To move, on the floor of the Special General Meeting, a motion to amend the standing rule to reduce its scope, by allowing the Society to fund political groups that are *not* affiliated with political parties/external organizations, would exceed the scope of the notice. See RONR (10th ed.) p. 297 ("When previous notice is a requirement for the adoption of a motion to rescind or to amend something previously adopted, no subsidiary motion to amend is in order that proposes a change greater than that for which notice was given.") (Yes, I know I need to buy the 11th edition....)

 

Daniel H. Honemann:

Putting aside the fact that motions cannot properly be postponed from one meeting to the next if the next meeting will not be held within a quarterly time interval (RONR, 11th ed., p. 183, ll. 7-11)....

Indeed. However, it is in order to Suspend the Rules and adopt a special rule of order for a meeting taking place in a greater than quarterly time interval. See Official Interpretation 2006-8. Of course, the Society didn't do that explicitly. Nonetheless, I believe that the motion to postpone had the practical effect of creating a special rule of order for the upcoming Special General Meeting, since a Point of Order was not raised at the time the postponement took place, and the vote threshold (54 to 7, clearly recorded in the minutes) exceeds that required for a special rule of order. See Official Interpretation 2006-17 ("If it can be clearly established that the motion ... was, in fact, adopted by the vote required ..., then the motion ... is effective, even though it was not in order at the time it was made, considered, and adopted.")

 

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Here's a real challenging question. Suppose at a regular meeting of the Board, a Board member moves a Point of Order objecting to the Society's funding just the right-wing club, without raising the issue of the left-wing clubs. Should I, as Chair, order the Society to cease funding *all* the political clubs, or just the right-wing club that the Board member finds controversial?

 

The problem is exacerbated by our Bylaws, which contain this provision: "The Society recognizes the equality of all persons and shall not discriminate on the basis of, but not limited to race, religion, physical sex, gender identity or expression, sexual orientation, nationality, language, or socio-economic status" (emphasis added). A decision to selectively adhere to the Society's standing rule by funding left-wing clubs but not right-wing clubs would appear to conflict with this Bylaw.

[Guest Titus]

....It would also be in order to move to amend the existing standing rule and substitute the proposed wording (which might be a good idea, since the proposed wording is much clearer - although some more clarity about what is meant by "external organizations" probably wouldn't hurt). Either motion would be clearly related to the subject of the special meeting, and would therefore be in order.

I respectfully disagree. The original standing rule broadly forbids funding student groups that "pertain[] to political, religious and ethnic issues"; the postponed motion merely bans funding groups that are "affiliated with political parties, with religious organizations or causes, or with external organizations." To move, on the floor of the Special General Meeting, a motion to amend the standing rule to reduce its scope, by allowing the Society to fund political groups that are *not* affiliated with political parties/external organizations, would exceed the scope of the notice. See RONR (10th ed.) p. 297 ("When previous notice is a requirement for the adoption of a motion to rescind or to amend something previously adopted, no subsidiary motion to amend is in order that proposes a change greater than that for which notice was given.") (Yes, I know I need to buy the 11th edition....)

 

 

Putting aside the fact that motions cannot properly be postponed from one meeting to the next if the next meeting will not be held within a quarterly time interval (RONR, 11th ed., p. 183, ll. 7-11)....

Indeed. However, it is in order to Suspend the Rules and adopt a special rule of order for a meeting taking place in a greater than quarterly time interval. See Official Interpretation 2006-8. Of course, the Society didn't do that explicitly. Nonetheless, I believe that the motion to postpone had the practical effect of creating a special rule of order for the upcoming Special General Meeting, since a Point of Order was not raised at the time the postponement took place, and the vote threshold (54 to 7, clearly recorded in the minutes) exceeds that required for a special rule of order. See Official Interpretation 2006-17 ("If it can be clearly established that the motion ... was, in fact, adopted by the vote required ..., then the motion ... is effective, even though it was not in order at the time it was made, considered, and adopted.")

 

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Here's a real challenging question. Suppose at a regular meeting of the Board, a Board member moves a Point of Order objecting to the Society's funding just the right-wing club, without raising the issue of the left-wing clubs. Should I, as Chair, order the Society to cease funding *all* the political clubs, or just the right-wing club that the Board member finds controversial?

 

The problem is exacerbated by our Bylaws, which contain this provision: "The Society recognizes the equality of all persons and shall not discriminate on the basis of, but not limited to race, religion, physical sex, gender identity or expression, sexual orientation, nationality, language, or socio-economic status" (emphasis added). A decision to selectively adhere to the Society's standing rule by funding left-wing clubs but not right-wing clubs would appear to conflict with this Bylaw.

[Bruce Lages]

I don't think you will find anything in RONR to support the idea that "the motion to postpone had the practical effect of creating a special rule of order for the upcoming special general meeting". In fact, in specific reference to your situation, RONR says "... the rules cannot be suspended in order to permit postponement of a motion to a future session that will be held after the next regular business session or that will be held after more than a quarterly time interval has elapsed." (RONR 11th ed. p.265, ll.7-10)

[Guest Titus]

I don't think you will find anything in RONR to support the idea that "the motion to postpone had the practical effect of creating a special rule of order for the upcoming special general meeting". In fact, in specific reference to your situation, RONR says "... the rules cannot be suspended in order to permit postponement of a motion to a future session that will be held after the next regular business session or that will be held after more than a quarterly time interval has elapsed." (RONR 11th ed. p.265, ll.7-10)

Then is Official Interpretation 2006-8 incorrect? Or obsolete in light of the 11th edition of Robert's Rules of Order?

[Guest Titus]

Please retract my earlier comment. On reflection Bruce Lages's comment is clearly correct.

 

Would it follow, then, that the call for the upcoming Special General Meeting should not include the improperly postponed motion?

[Bruce Lages]

The notice for the upcoming special meeting should not include reference to the postponed motion, since once a quarterly time interval has elapsed, that motion has died. But I don't see why, if there is still time to provide notice of the special meeting, you couldn't just announce the same motion (or whatever variation of it you want) as the business to be transacted at that special meeting.

[Guest Titus]

The notice for the upcoming special meeting should not include reference to the postponed motion, since once a quarterly time interval has elapsed, that motion has died. But I don't see why, if there is still time to provide notice of the special meeting, you couldn't just announce the same motion (or whatever variation of it you want) as the business to be transacted at that special meeting.

We certainly could, but the Board probably doesn't want the improperly postponed motion brought up again, and it is the Board that has the power to call Special General Meetings in the first place.

[Josh Martin]

I respectfully disagree. The original standing rule broadly forbids funding student groups that "pertain[] to political, religious and ethnic issues"; the postponed motion merely bans funding groups that are "affiliated with political parties, with religious organizations or causes, or with external organizations." To move, on the floor of the Special General Meeting, a motion to amend the standing rule to reduce its scope, by allowing the Society to fund political groups that are *not* affiliated with political parties/external organizations, would exceed the scope of the notice. See RONR (10th ed.) p. 297 ("When previous notice is a requirement for the adoption of a motion to rescind or to amend something previously adopted, no subsidiary motion to amend is in order that proposes a change greater than that for which notice was given.") (Yes, I know I need to buy the 11th edition....)

 

The topic of scope of notice is not relevant here. Scope of notice applies when notice of a motion to amend something previous adopted has been offered, to control what amendments are in order to that motion (or to control what amendments will cause the voting threshold for the main motion to rise). In this case, no such notice has been offered. So if notice was required, it wouldn't be in order to amend the standing rule at all.

 

RONR, however, does not require previous notice for a motion to amend a standing rule (it just helps). A standing rule may be amended without notice by a 2/3 vote or a vote of a majority of the entire membership. A majority vote would be sufficient with previous notice. See RONR, 11th ed., pgs. 18, 306. Now, if your rules require previous notice to amend a standing rule (which would be unusual), then I agree that a motion to amend the standing rule would not be in order.

 

The rules for scope of notice should not be confused with the rules providing that only the business included in the call of the meeting may be conducted at a special meeting. If a motion requires previous notice (or if previous notice is used to lower the voting threshold), then an accurate and complete statement of purport for the motion must be included in the notice (RONR, 11th ed., pg. 122). By contrast, notice for a special meeting only requires a description of the subject matter to be considered (RONR, 11th ed., pgs. 91-93). So I still maintain that a motion to amend the standing rule in question certainly falls within the notice of the special meeting.

 

Here's a real challenging question. Suppose at a regular meeting of the Board, a Board member moves a Point of Order objecting to the Society's funding just the right-wing club, without raising the issue of the left-wing clubs. Should I, as Chair, order the Society to cease funding *all* the political clubs, or just the right-wing club that the Board member finds controversial?

 

The problem is exacerbated by our Bylaws, which contain this provision: "The Society recognizes the equality of all persons and shall not discriminate on the basis of, but not limited to race, religion, physical sex, gender identity or expression, sexual orientation, nationality, language, or socio-economic status" (emphasis added). A decision to selectively adhere to the Society's standing rule by funding left-wing clubs but not right-wing clubs would appear to conflict with this Bylaw.

 

If a member raises a Point of Order that the motion to fund the right-wing club is null and void, I would rule the point not well taken. I would then thank the member for raising this important issue and note that the board had also adopted other motions funding political clubs, and that those motions are also null and void, for the same reason, and then order the society to cease funding all political clubs, as required by the organization's rules.

 

In other words, you'll need to rule first on the specific issue the member has raised. As chair, however, you can and should deal with violations of the rules when you see them - it's not necessary for you to wait for another member to point them out. Therefore, you can proceed to deal with the other violations that the member had not raised.

 

I don't think you will find anything in RONR to support the idea that "the motion to postpone had the practical effect of creating a special rule of order for the upcoming special general meeting". In fact, in specific reference to your situation, RONR says "... the rules cannot be suspended in order to permit postponement of a motion to a future session that will be held after the next regular business session or that will be held after more than a quarterly time interval has elapsed." (RONR 11th ed. p.265, ll.7-10)

 

You don't find his argument based on OI 2006-17 to be persuasive? It seems like a similar case. If it can be clearly shown that the motion was adopted by a majority of the entire membership, you could argue that the society adopted a special rule of order permitting this particular motion to be postponed beyond the usual time limits.

 

Of course, a postponed motion probably shouldn't be coming up at a special meeting anyway, but I suppose the "special rule of order" could take care of that problem too.

 

Would it follow, then, that the call for the upcoming Special General Meeting should not include the improperly postponed motion?

 

Maybe, maybe not, but it probably won't make much difference either way.

 

The notice for the upcoming special meeting should not include reference to the postponed motion, since once a quarterly time interval has elapsed, that motion has died. But I don't see why, if there is still time to provide notice of the special meeting, you couldn't just announce the same motion (or whatever variation of it you want) as the business to be transacted at that special meeting.

 

Well, the topic should be included in the notice of the special meeting, and I don't think whether the motion was postponed or not will affect the topic.

 

We certainly could, but the Board probably doesn't want the improperly postponed motion brought up again, and it is the Board that has the power to call Special General Meetings in the first place.

 

If the board has the exclusive power to call special meetings, nothing is forcing it to call a special meeting regardless of whether the motion was postponed.

[Guest Titus]

Thank you Josh for clarifying that the "rules for scope of notice should not be confused with the rules providing that only the business included in the call of the meeting may be conducted at a special meeting."

 

The Board of our Society does have the power, under our Bylaws, to call Special General Meetings. However, there is nothing that says that this power is 'exclusive,' so my assumption has always been that the Society's members can direct the Board in this matter as they wish. Perhaps the April 2013 Special General Meeting's 'postponement' should be understood as an instruction to the Board to include the motion again in our fall SGM?

 

P.S.: the precise text of the 'postponement' is as follows:

"BIRT the motion be referred to the next Semi-Annual General Meeting in September pending legal advice"

CARRIED 54 in favor, 7 opposed, 2 abstentions

 

(The phrase "Semi-Annual General Meeting" is a bit of a misnomer. Our bylaws require the Society to hold a General Meeting in the fall, while our AGM is in the spring. At the same time, our bylaws clearly provide that all General Meetings other than AGMs are Special General Meetings.)

 

 

 

[Josh Martin]

The Board of our Society does have the power, under our Bylaws, to call Special General Meetings. However, there is nothing that says that this power is 'exclusive,' so my assumption has always been that the Society's members can direct the Board in this matter as they wish. Perhaps the April 2013 Special General Meeting's 'postponement' should be understood as an instruction to the Board to include the motion again in our fall SGM?

 

If the bylaws state that the board can call special meetings and say nothing else on the subject, I would not say that the membership can direct the board in this matter.

 

Of course, if you hold this meeting every fall, it's not really a "special" meeting in the sense RONR uses the term.

 

(The phrase "Semi-Annual General Meeting" is a bit of a misnomer. Our bylaws require the Society to hold a General Meeting in the fall, while our AGM is in the spring. At the same time, our bylaws clearly provide that all General Meetings other than AGMs are Special General Meetings.)

 

This makes no sense to me whatsoever. Under ordinary circumstances, any meeting which is held... well, regularly is a regular meeting, so there would not be restrictions on what business may be conducted, unless your rules so provide.

 

If your bylaws provide that a meeting shall be held every fall, and yet also provide that all meetings other than the annual meeting are special meetings, I think you may have a question of bylaws interpretation on your hands. See RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation.

[Shmuel Gerber]

FAQ #20 has some good options for dealing with defiant board members. As noted, however, this might not be an option at the upcoming special meeting, since the assembly may only conduct the business included in the call. You might need to call a new special meeting or wait until the next regular meeting.

 

Josh, this is an interesting situation, because I think it is in order to raise questions of privilege at special meetings.

 

Hm... that's true. A member could raise a Question of Privilege relating to the conduct of the society's officers. So I would think the assembly could at least adopt a motion to censure the board members.

 

If the second paragraph of FAQ #20 applies here, could a question of privilege be used to introduce a motion to remove the members from office, or would that be too much of a stretch?

 

Well, a motion to remove officers from office is a question of privilege affecting the assembly (RONR, 11th ed., pp. 653-54), so I suppose the answer is yes.

 

Dan, I think your supposition of an unqualified "yes" is a bit questionable. It is certainly in order, in general, to raise questions of privilege at a special meeting. But the language in RONR 11 seems to be rather specific about the types of questions of privilege -- which would be main motions if raised (p. 225, ll. 15-21) -- that may be considered at a special meeting: they must arise in connection with either (1) the transaction of the business specified in the call of the meeting or (2) the conduct of the meeting (p. 93, ll. 3-8).

[Dan Honemann]

Dan, I think your supposition of an unqualified "yes" is a bit questionable. It is certainly in order, in general, to raise questions of privilege at a special meeting. But the language in RONR 11 seems to be rather specific about the types of questions of privilege -- which would be main motions if raised (p. 225, ll. 15-21) -- that may be considered at a special meeting: they must arise in connection with either (1) the transaction of the business specified in the call of the meeting or (2) the conduct of the meeting (p. 93, ll. 3-8).

 

Yes, I agree.