Redux on saving my bylaws revisions from the forces of darkness and evil

[mikalac]

In the previous episode, we saw that Norm realized, almost too late, that his bylaws revision was about to meet its death at the hands of his beloved fellow owners. Therefore, he chose instead to live and fight another day for his principles while at the same time preserving equanimity among his friends by offering these actions at the upcoming 9/20 owners meeting:

 

[obtaining the floor right after the election results are announced to prevent a premature adjournment]

 

"Mr. Pres., I move that the Board call a special meeting of the owners on or before July 25, 2015, for the sole purpose of revising the bylaws."

 

[Then debate is followed by voting on this motion, which could result in the motion being (1) adopted, (2) defeated, (3) amended for another date. Whatever the results, continue below.]

 

[When my bylaws revision comes up, I do nothing, so it dies (per Fish post in the previous episode).]

 

[obtaining the floor again]

 

"I give notice that at the next owner meeting I will move to revise the bylaws."

 

Are the above actions in order?

 

Norm

[George Mervosh]

Perfect time for a 2FP meeting on Dr. Entropy's boat.   

[DrEntropy]

Special meetings can only be called as authorized in your bylaws. Are you sure the assembly by resolution can schedule a special meeting?

However, as has already been suggested in your other thread, this doesn't matter since the assembly CAN schedule an adjourned meeting (RONR page 93, see also Section 22 starting on page 242), which should suit your purposes quite well.  After scheduling the meeting, give notice of your proposed revision to be taken up at the adjourned meeting (remembering that previous notice must follow the rules on page 121 unless your bylaws specify something different).

 

Also, see this thread:

http://robertsrules.forumflash.com/index.php?/topic/13286-previous-notice-session-and-meeting/

[Edgar Guest]

"I give notice that at the next owner meeting, I will move to revise the bylaws." [This means that they must be considered at ANY owner's meeting, special or annual, whichever comes first.

 

It does?

[Edgar Guest]

An answer to your question would be most helpful.

 

Since the only business that can properly be conducted at a special meeting is that which is included in the "call" (the notice) of the meeting, I question whether your proposed amendments to the bylaws "must" be considered at a special meeting called for some other purpose. It would seem that your proposal must, in fact, not be considered at such a special meeting.

[DrEntropy]

When you schedule an adjourned meeting, it is an adjourned meeting not a special meeting. Otherwise i think what you plan, in general terms, should be ok. 

In other words, something like this:

"Mr. Pres., I move that upon adjournment, this meeting be adjourned to meet at a special owner’s meeting, the same time and place, at the call of  the Board on or before July 25, 2015, for the sole purpose of revising the bylaws."

 

As an aside: I refer you to page 121. If  previous notice is given at a meeting (as opposed to in the call of the meeting), no more than a quarterly time interval can elapse before the next meeting  (where the matter will be brought up).  For example, you cannot give previous notice at one annual meeting for a bylaw amendment to be considered at the next annual meeting, unless your bylaws say something different.

[DrEntropy]

 

Me: I read and reread p. 121 and I still don't get see how it affects my motions and notices as I've described them. I've explained the ways I've given my notices. The annual meetings are 12 months apart. The adjourned meeting would be in July 2015, 10 months later. What else do you want me to do or be aware of?

 

Norm

 

 

 

 

p121 l. 28 in particular. "no more than a quarterly time interval", which is further defined on p. 89 l. 31-p 90 l.8.  

[DrEntropy]

Are you saying that my fix the time to adjourn is invalid because the interval is too long, i.e., from 9/20/14 to 7/25/15?

 

But if my adjournment motion is OK, then please comment on my other concern: Must my bylaws revision be considered there? I need that assurance because I can expect that the Board will be most unhelpful. The bylaws are not specifically cited on my motion as it is now defined.

 

Norm

 

I am saying the previous notice will not last longer then about 3 months. If there is that long between meetings, in order for the notice to be valid, the secretary should include it in the call of the meeting, which the secretary should do at any members request. For example, you cannot give valid previous notice at one annual meeting if the meeting the subject is going to come up at is a year away.

[DrEntropy]

If what you and your Robertian pages are saying are correct, then I erred in my thinking at the 2013 annual meeting when I gave notice that "I will move to revise the bylaws at the next owner meeting.", thinking that it had to appear on the 9/20/14 agenda at the latest. Since there was no intervening meeting, then at the upcoming 9/20/14 annual meeting, those bylaws revision should not appear in the agenda because a year has occurred, if Counsel is astute enough to warn the Board about my faux pas. Certainly the Secretary will not put my revision on any notice no matter what she should do.

 

Holy Headache and Helplessness, Batman! What do I do now to assure that at the adjourned meeting, assuming the owners go for it, my bylaws revision appears on the agenda?

 

Robin

 

Well, the secretary might take your announcement at the meeting as a hint that it should be included in the call of the next meeting.  But, the secretary is obligated to include your notice in the call of the meeting if you provided it to the secretary with amble time. If your officers refuse to do their duties, well that is another matter.  

 

As for an agenda, please read FAQ 14 and the referenced pages.  If the motion has been properly noticed, it is not required to be on any 'agenda' (unless you have special rules to the contrary) and you can propose your revision under "new business".   Do you have "Robert's Rules of Order, In Brief" ? I recommend it, as it is a quick read and you might get a copy for your board president as well ! 

[Timothy]

You use the words SHOULD and OBLIGATED with respect to the Sec'y's duty to include my notice in her call. Robert, p.124, says that the Sec'y SHOULD do this, but not that she MUST do this. Using the Robertian sense of the word, SHOULD, if the Sec'y does not include my notice in the call, can I consider her negligence a violation of Robert, which would be a violation of our bylaws, which requires Robert to be the parliamentary authority at all owner and Board meetings?

 

Norm

 

I think you can consider it a violation, but the big question is what do you do with that violation. Many of the shoulds in RONR are things that you want to work to correct if there is a violation, but there won't significant damage if a few violations get through. For example, the secretary should sign the minutes. But in your case, this appears to be a more substantial should if the secretary is using this as a means of preventing introduction of a motion that she doesn't like. I would see that as grounds for removing her from office. In the case of forgetting to include something in the notice, I would be more inclined to let it slide, unless she has a history of not doing her job properly.

[JayW]

Maybe I've missed a large piece of the puzzle here, but why don't you just have the Secretary include your new revision in the call of the 9/20 meeting? Then, if you think the owners won't want to consider it at that meeting, you move that it be postponed to an adjourned meeting "and made the special order" of that meeting. (You can either set up the adjourned meeting ahead of time, or while the question to postpone is pending, it seems. I'm looking at pp. 183 & 187 (and bits in-between and following!).)

 

If your previous bylaws revision is specified in the call/on the agenda, you can withdraw that motion it before it is stated by the chair, or request to withdraw it after it is stated. (pp. 292-293 & 295-296) If it's not specified, of course, you just don't bring it up.

 

Am I totally off base with this?

[Gary c Tesser]

.... Certainly the Secretary will not put my revision on any notice no matter what she should do....

 

You use the words SHOULD and OBLIGATED with respect to the Sec'y's duty to include my notice in her call. Robert, p.124, says that the Sec'y SHOULD do this, but not that she MUST do this. Using the Robertian sense of the word, SHOULD, if the Sec'y does not include my notice in the call, can I consider her negligence a violation ...

 

RONR does not always use "should" as a statement of what a splendid idea it is or that she's a bad girl, bad, bad, bad, if she does not do what she should:  often it's a statement of A Rule, and frankly I don't see any difference there between "should" and "must."  (I might get flak for this, it has been disputed.)

 

But really, I see no value in discussing whether she would be in violation of such-and-such rule, if, as you say, "certainly" she will not include your revision in the notice in order to obstruct your actions, regardless of whether the duty to include it is a requirement of her job or just being nice, as long as she is determined on this obstructionism and is not daunted by the threat of possibly being subject to disciplinary action (Chapter Twenty).  (And really, it's not much of a threat, with, IIRC, most of the members NOT being willing to convene once a year to do more than elect officers and then go home.)

 

(We can quibble about what "should" means, but can we agree without debate on "certainly"?)

______

N.B. I grinned broadly when I noticed "Robin."

 

[Edited to insert "NOT" because I forgot it before, and it changes the meaning of the sentence somewhat]

[Edgar Guest]

Maybe I've missed a large piece of the puzzle here . . . 

 

It seems like new pieces are being added all the time. When will this madness end?

[Timothy]

However, getting back to the adjourned meeting, assuming that the owners go for it, because it will be 10 months away at the latest, I assume that the Sec'y will have to issue a notice of it, and I assume that the meeting must include the standard agenda that is prescribed in the bylaws (bylaws say nothing specific about adjourned meetings, only about annual and special meetings, but this will be an adjournment of an annual meeting). Since I will have given notice and copies at the 9/20 annual meeting of my NEW revision, will I be in order to move to consider this new revision? IOW, having obtained an adjourned meeting of the 9/20 meeting that included my OLD revision (w/o the 150 amendments), I don't want to be obligated to move on the OLD revision, which would be summarily shot down by the owners.

 

Norm

 

Your understanding is wrong. Notice is not required for an adjourned meeting, though it is highly advisable if there is significant time between meetings. Nor should you assume that the notice would include the agenda in the bylaws because the adjourned meeting is going to pick up where you left off at the previous meeting, rather than starting over with the agenda.

[Gary c Tesser]

... this august forum

 

What will you call us next month?

 

... will someone explain what the alphanumeric acronym 2FP means?

 

 

It's The Two Fisted Parliamentarians Club.

[Edgar Guest]

That amounts to a death sentence.

Would that it were so.

[Edgar Guest]

It's The Two Fisted Parliamentarians Club.

 

It's The Two-Fisted Parliamentarians Club.

[Timothy]

Since the requested adjournment asks for the Board to set up a meeting on or before July 25, 2015, isn't the Sec'y obligated to specify the exact date in an eventual call? If not, then I might as well forget about the Fix the Time motion because there will not be a quorum of members who remember to attend that adjourned meeting several months in the future.

 

Norm

 

If the secretary sends something out, she should attach your announcement, but I can think of other methods by which the members could be made aware of the the decision of the Board concerning time and place. What I don't understand it why you want to delay for so long.

[Gary c Tesser]

Your understanding is wrong. Notice is not required for an adjourned meeting, though it is highly advisable if there is significant time between meetings....

 

Norm, please don't lose track of this signal fact.  (Nice catch, Mr Fish.)  And be careful not to get mixed up between the members' being notified of an upcoming meeting (the "call") and previous notice of your proposed amendment of the bylaws.  (Come to think of it, I've lost track of whether your bylaws's requirement for amending them varies significantly from the standard.  Do they?)

 

On the other hand.  Your motion establishing the adjourned meeting will go something like this:

 

"Mr. Pres., I move that upon adjournment, this meeting be adjourned to meet at a special owner’s meeting, same time and place, at the call of  the Board on or before July 25, 2015, for the sole purpose of revising the bylaws."

 

So I think that this motion obligates the board to send out a call.  Including, as you ask here (I've lost track as to why) --

 

Since the requested adjournment asks for the Board to set up a meeting on or before July 25, 2015, isn't the Sec'y obligated to specify the exact date in an eventual call? ...

 

-- the time, date, and location.  But maybe, in the first place, your motion ought to require that these be specified.

 

(Nuts, I thought for once I was going to agree with Mr Fish.  He must think I'm such a disagreeable git.  And he's known me so briefly -- he's probably barely 23 or so, based on his taste in unseemly indecorously scoop-necked shirtware.)

 

(And tangentially, good catch, Dr Entropy, about the quarterly-time limit on oral notice!)

 

... Nor should you assume that the notice would include the agenda in the bylaws because the adjourned meeting is going to pick up where you left off at the previous meeting, rather than starting over with the agenda.

 

-- IF  there is any call sent for this adjourned meeting.  (Which, of course, there "should" be.  And this is not a pretty-please "should", but a Required, Real-Rule "should".)  But what significance does the call (I'm avoiding calling it "notice") maybe including the agenda, or not, have?  

 

OH, are you thinking, if this obstructive secretary begrudgingly sends out a notice for an adjourned meeting but doesn't mention any business, then most of the members who barely attend the annual meeting to elect officers and then mooch off, will disregard it?  Hmm, as you say:

 

...  then I might as well forget about the Fix the Time motion because there will not be a quorum of members who remember to attend that adjourned meeting several months in the future.

 

Norm

 

But Norm, isn't this a homeowners' association or something?  Don't you talk to your neighbors once in a while over the course of ten months?  Can't you stick a flyer under doors, say two weeks before the adjourned meeting?

[Gary c Tesser]

It's The Two-Fisted Parliamentarians Club.

 

No sir.  Its name is its name.  Notwithstanding your, and for that matter, my, preference for punctuational propriety.

 

You're welcome to move to insert the hyphen, at any properly called meeting.  I'm not sure how I'd vote, for propriety or tradition.

 

[Edited to remove a comma, between "no" and "sir".  Sheesh.  Asimov would shoot me.]

[Then edited to admit that I doubt "punctuational" is a word, and so does my computer, but I don't remember what the real word is.  It's 11:36 AM.  Maybe after my bedtime.  Or in-between it.]

[Gary c Tesser]

 

It's The Two Fisted Parliamentarians Club.

 

[Norm:]  As in one fist holds a beer and the other a shot of whiskey?

 

 

Don't over-think it.  That's my job.

[DrEntropy]

I would strongly suggest that the OP contact the National Association of Parliamentarians  or the American Institute of Parliamentarians to find a local, experienced parliamentarian.  It doesn't matter so much which one, as membership overlaps quite a bit. Also, you may be surprised at how affordable their help can be... many are retirees with this unusual hobby. Well I guess it is cheaper then model trains.   

 

Such a person could then look at your current bylaws in detail and advise you on how to proceed.  They could also review your proposed revision, which I strongly recommend, as undertaking a full bylaw revision without a solid understanding of such issues as adjourned vs. special meetings, agenda vs order of business, etc. is bound to lead to future  problems.

[Gary c Tesser]

I would strongly suggest that the OP contact the National Association of Parliamentarians  or the American Institute of Parliamentarians to find a local, experienced parliamentarian.  ...

 

I second this.  After maybe 80 or so posts on the same question (over two threads), I think we're straining the ability to help effectively, or maybe function rationally.  -- I know I've lost track of a few salient points and mostly given up on them. Like whether Norm understands why you can't (formally) give notice of what you want to discuss at a special meeting when you're establishing it (by an adopted motion).  Or, with Timothy Fish, why Norm cheerily suspends his conversations with his neighbors for ten months and  two or three years or so.  And whoever "mikalac" is, and why Norm writes his posts.  And more, but that's it.  Not for no $4.50 an hour I'm not.

[Gary c Tesser]

... On the other hand.  Your motion establishing the adjourned meeting will go something like this:

 

"Mr. Pres., I move that upon adjournment, this meeting be adjourned to meet at a special owner’s meeting, same time and place, at the call of  the Board on or before July 25, 2015, for the sole purpose of revising the bylaws." ...

 

Just for the record, I'm surprised no one shot off my ailerons for this imbecility.  Adjourn to meet at a special meeting, indeed.  They should fail me on the Registered Parliamentarian test.

 

I think I need a new thread.

 

Norm

[Timothy]

Just for the record, I'm surprised no one shot off my ailerons for this imbecility.  Adjourn to meet at a special meeting, indeed.  They should fail me on the Registered Parliamentarian test.

 

For the record, I started to say something, but after 90 or so posts of not getting anywhere, I'm at the point of throwing up my hands and saying, "Who cares?"