assembly vs nothing meeting (perception from bylaws & ronr)

[Guest roy dehaven]

Hello, 

 

I have recently learned that there is some "members" (who are not officer & not serving on the board) gripes about an officer (currently president), and there is some desire (and obviously incentive toward strong debates) to look at and possibly take action on the matters. 

 

Right off the bat, in the said organization's legislation (all materials that governs organization, that is including incorporation, bylaws, RONR and standing rules), there is no clause or sections for special meeting(s).

 

So this beg the questions... 

 

A) how is such desired assembly be properly called and formed,  single officer?,  board vote?

 

my interpretation: assembly is members (the largest possible core of people) gathered together, being called by anybody (unless defined otherwise in legislation), with proper due notice given out.

 

However there is no definition for proper due notice in legislation. and I believe meant to be best form of communication regardless of bias to all possible members. 

 

if assembly is formed without officer-board acknowledgement; Does the decision-process (action from motion that carries) from the assembly override president-board actions?

 

my interpretation on B: this is out of order unless this is discipline process. Strongly referenced as special meeting in section V, in RONR pg 575.

 

C)  internally within members' concerns; seems like the intent is to:

1.. look at the 'appropriate-ness' of president's representation ( members' belief what representation implies as ) and

2.. grievances (such as non-compliance with legislation) that was not immediately addressed,

3.. impeaching the president (seems to be the biggest members' desire).  

 

interpreting C, I thought this is a course of action equalling to assembly with intent toward formal discipline (RONR pg 576, lines 14 thru 19). But I would err toward caution, suggesting to wait 3 months for upcoming convention (where members can vote), would be best way to address this, including impeachment. 

 

Also am i correct to say this, parlimentarialn do not direct but recommend the process toward the organization's goverance?  I understand the Chair is handling the goverance, with motion of appealing the chair decision if in the "wrong".  

 

However from talks of the intent revealed that the grievance is external ...  and there is perception of no avenue for members (only board could do) to rise and make point of order or appeal the chair decision. 

 

I realize this is long winded but is reduced to what the title states... Assembly vs nothing meeting (perception to bylaws and RONR)

 

Roy 

 

[Edgar Guest]

Right off the bat, in the said organization's legislation (all materials that governs organization, that is including incorporation, bylaws, RONR and standing rules), there is no clause or sections for special meeting(s).

Then you can't hold special meetings. You'll have to wait until the next regular meeting (of either the board or the general membership, depending on which body has the authority to do what you want done).

 

A) how is such desired assembly be properly called and formed?

 

As noted, it's not. 

 

my interpretation: assembly is members (the largest possible core of people) gathered together, being called by anybody (unless defined otherwise in legislation), with proper due notice given out.

The "assembly" is simply the members present at a properly called (or regular) meeting. There is no assembly apart from a meeting.

[Edgar Guest]

Hello, 

 

upon realizing prior message... I searched in existing bylaws, leading me to realize this...

 

A) there only a sentence "In case of vacancies between Conferences, the Board may

elect officers at regular or special Board meetings." Unfortunately no guide or procedures is given on how calling, allowance,, who, when and where for either types of meeting.

 

 there is in bylaws, convention meeting (which is equal to assembly or membership meeting). 

 

C) since the phrase "special board meeting" is not in RONR.  I do not know how to interpret this type of a meeting. From other forum, this might be invalid type of a meeting to be called upon (immediate). 

 

so my question boils down to this...  If bylaws does not give "who, how, when, where" for regular or special meetings,

 

Then organization could have or establish regular meeting (no special meeting and mystery on special board meeting), and what is the proper way to establish "un-guided" regular meeting?

 

Roy

 

If your bylaws say that special meetings can be called but don't say how (or who) . . then I think you're stuck. But stay tuned.

 

Edited to add: Regular meetings are usually established in the bylaws.

[Guest Guest]

Hello, 

 

like i said earlier, there is no who, how, when, where for regular meeting in the bylaws,  

 

then  what is the proper way to establish a regular meeting?

 

Roy

[Josh Martin]

Hello,

like i said earlier, there is no who, how, when, where for regular meeting in the bylaws,

then what is the proper way to establish a regular meeting?

Roy

In your original post, you said something about a convention. Surely there must be something in the bylaws which says when this convention is or how it is scheduled.

[rynait]

Hello Josh,

calling for convention is also hampered. however the process: in prior convention, adopt year and city the next convention will be held, then a committee is formed to fix the time and day (including "building location").

a member rose today, asking this "what if the convention is cancelled by the egostic-dicator officer".

that led me to think about this... i said immediately, if there is no other means to call a meeting of any kind, then it is time to start dissolution procedure on that organization.

I realized then there is a maybe exploit, i made list of could this be done...

1) use the year/city as validity base, forming a large member gathering as regular meeting, electing chair pro-tem to establish means to transact the business.

2) have members (as many as possible) meet at the originally planned date/time/location of "cancelled convention", and again transact business making a simple motion to establish another miniature convention (without bells and whistles).

3) also since prior meeting (from minutes) indicated next regular meeting is at the convention (traditionally before opening ceremony). Members attend that regular meeting and somehow take the floor making motion to open the regular meeting to members (removing board authority via pro-tem?) in order to transact business. (this part I believe need to find RONR backed process).

Roy

[Josh Martin]

calling for convention is also hampered. however the process: in prior convention, adopt year and city the next convention will be held, then a committee is formed to fix the time and day (including "building location").

 

Well, there you have it - there's your regular meetings.

 

a member rose today, asking this "what if the convention is cancelled by the egostic-dicator officer".

 

Do your bylaws give this person the authority to cancel the convention?

 

1) use the year/city as validity base, forming a large member gathering as regular meeting, electing chair pro-tem to establish means to transact the business.

2) have members (as many as possible) meet at the originally planned date/time/location of "cancelled convention", and again transact business making a simple motion to establish another miniature convention (without bells and whistles).

3) also since prior meeting (from minutes) indicated next regular meeting is at the convention (traditionally before opening ceremony). Members attend that regular meeting and somehow take the floor making motion to open the regular meeting to members (removing board authority via pro-tem?) in order to transact business. (this part I believe need to find RONR backed process).

 

If the officer in question lacks the authority to cancel the convention, it is indeed proper for the convention to still meet at the prescribed time and elect a Chairman Pro Tempore to preside. If it has a quorum, the convention may proceed to conduct business. If the convention does not have a quorum or feels that a larger attendance is desirable, it could adjourn the meeting to another time and place. In most organizations, the convention already has the highest authority within the organization and can transact business in the name of the organization.

[rynait]

Hello, 

 

back searching into the legislation materials  (2013 materials).  

 

searching as "authority to cancel" ... no clauses is found.  however does those clauses "be the primary spokesperson of the association"  or "preside at all meetings" have the comparable authority to cancel the meeting?

 

well... community meeting was created, where people  (which is the members),  met to discuss potential actions. the participants was told and made to understand that nmad organization business could not be transacted (due to lack of 'calling'). Discussions, planning or sounding off responses to concerns could be done. 

 

There was so many issues risen that I am kind of mind-boggled over... aka   2001 vs 2013 articles validity,  failed to register 2013 articles with state,  validity or replacing bylaws, convention, calling, disciplinary action (aka RONR chapter XX), etc.  

 

I do realize this might be much of subject changing discussion... perhaps PM with one of you be appropriate?

 

Roy

[Gary Novosielski]

...searching as "authority to cancel" ... no clauses is found.  however does those clause "be the primary spokesperson of the association"  or "preside at all meetings" have the comparable authority to cancel the meeting?

 

No.  Being a spokesperson means speaking on behalf of the organization to the press or public.  It does not grant any decision-making authority--decisions are still made by parliamentary means by the society itself. 

 

Spokespeople do not get to give their own opinions, they relay, where appropriate, the positions of the society.

[rynait]

Hello, 

 

something futher is happening within the organizaiton.   The said organization is calling for a board meeting (again like said earlier no how/what/who/where in bylaws).  This time, gave notice declaring board meeting at specified city at specified date/time.  

The basis this time... the motion and vote was made by and through e-mail. I know in legislation not have any wording or stipulations for e-mail. In past I have told this organization; their bylaw does not permit for e-motions or e-seconding, e-vote is more like proxy voting, however not cc to all member (only to 5 board officer out of 9). 

 

Rumors stated that Members sent several email to president, saying this meeting (the june 28, which is 2 days from today) is not valid.  seems as well within rumors that meeting still will happen.  

 

well due to distance and my already spent budget, I can not afford to attend that gathering (as member) and 'raise point of order' asking on where rules allowing this meeting (to transact business) to take place.  Well this time president wants to attempt to use executive session in order to remove 4, yes FOUR officers which is essentially transacting an closed business. 

 

so The question I would ask... What is appropriate action for members that was unable to attend the invalid meeting and raise point of order/appeal chair decision?

 

Roy

[Josh Martin]

well due to distance and my already spent budget, I can not afford to attend that gathering (as member) and 'raise point of order' asking on where rules allowing this meeting (to transact business) to take place.  Well this time president wants to attempt to use executive session in order to remove 4, yes FOUR officers which is essentially transacting an closed business. 

 

so The question I would ask... What is appropriate action for members that was unable to attend the invalid meeting and raise point of order/appeal chair decision?

 

A Point of Order may be raised at a later meeting if there is a continuing breach. Holding an improperly called meeting and voting by e-mail are both continuing breaches. Additionally, the board doesn't have the authority to remove its own members unless the bylaws grant the board that authority or the board elects its own members (in which case, see FAQ #20 to see if the board is following the proper procedures). This could also be a continuing breach.