8th edition on proxies?

[Guest Dog Trainer]

I need to be able to read what the 8th edition of RRofO says about proxies.

This is the edition that was in use in 1987.

[Weldon Merritt]

I expect it said pretty much what the current (11th) edidtion does; that they are not allowed unless the bylaws allow them.

[Guest Nancy N.]

I don't have a copy of the 8th (which I think came out in 1981), but in my 9th, the paragraph is virtually identical to that in the current, 11th Ed. (the last sentence is somewhat reworded), and in my 7th, that last sentence doesn't appear at all. So unless that sentence is what you're concerned with, about prohibiting proxies if RONR is the adopted parliamentary authority, any edition of RONR will do. Although sensible parliamentarians and Marine drill instructors find the 11th indispensible.

___

N.B. ANy moron, which clearly includes me, knows the list of the editions is in the front, on p. vi (which is "6" in Latin -- aren't we graduates of the 4th Grade classy?): and indeed, 1981 is when the 8th Ed. came out.

[Guest Nancy N.]

N.B. 2. My copy of the 8th Edition has been in some landfill maybe in Alabama or Arkansas or some other place whose residents think there's nothing better than their land can be used for than to store the garbage of New York City. I'm often of the opinion that crocodiles were invented for the care and feeding of board members, or vice versa, but indisputably, landlords come first.

[Josh Martin]

I need to be able to read what the 8th edition of RRofO says about proxies.

This is the edition that was in use in 1987.

 

Why does this matter? Does this involve an issue which occurred in 1987?

 

The current edition says the following:

 

"A proxy is a power of attorney given by one person to another to vote in his stead; the term also designates the person who holds the power of attorney. Proxy voting is not permitted in ordinary deliberative assemblies unless the laws of the state in which the society is incorporated require it, or the charter or bylaws of the organization provide for it. Ordinarily it should neither be allowed nor required, because proxy voting is incompatible with the essential characteristics of a deliberative assembly in which membership is individual, personal, and nontransferable. In a stock corporation, on the other hand, where the ownership is transferable, the voice and vote of the member also is transferable, by use of a proxy. But in a nonstock corporation, where membership is usually on the same basis as in an unincorporated, voluntary association, voting by proxy should not be permitted unless the state's corporation law—as applying to nonstock corporations—absolutely requires it. 

 

If the law under which an organization is incorporated allows proxy voting to be prohibited by a provision of the bylaws, the adoption of this book as parliamentary authority by prescription in the bylaws should be treated as sufficient provision to accomplish that result (cf. footnote, p. 580)." (RONR, 11th ed., pgs. 429-430).

 

Based on Nancy's research, it sounds like it said essentially the same thing in the 8th edition, except possibly without the last sentence.

[Guest carl oguss]

Aloha and thanks for your responses.

Yes, it is exactly because of the issue of whether adopting RR of O automatically has the force of having proxies prohibited in elections just as if the bylaws said so.

Can anyone see if the 8th ed. has that language, in fact?

 

Mahalo from Hawaii,

 

CFO

[Guest Carl]

Unfortunately our Bylaws state that proxies may be used at all regular and special meetings. The section on amending the Bylaws states passage by 2/3 of members present.

There are two questions. One may be legal rather than parliamentary. 1) do the words members present include proxies? 2) if it precludes the use of proxies and since the Bylaws meeting is a special meeting, can that trump the wording in the earlier section that allows proxies at all regular and special meetings? Thank you

[Guest carl oguss]

If Nancy is correct about the 7th not having the critical last sentence, then it would either have been a change from the 7th to the 8th editions, or from the 8th to the 9th, if indeed it does occur there.

Is there a way to search when each update to language was made, even if we can't find someone with a copy of the 8th ed.??

[Shmuel Gerber]

Aloha and thanks for your responses.

Yes, it is exactly because of the issue of whether adopting RR of O automatically has the force of having proxies prohibited in elections just as if the bylaws said so.

Can anyone see if the 8th ed. has that language, in fact?

 

Mahalo from Hawaii,

 

CFO

 

What RONR says about proxies applies to all voting; there are no particular provisions for elections. If the bylaws permit the use of proxies, then proxies are permitted -- unless, of course, there is some superseding provision in a rule of greater authority, such as a procedural rule of law.

And you still haven't explained why it matters what the 8th edition says, when the 11th edition is current.

[Edgar Guest]

Unfortunately our Bylaws state that proxies may be used at all regular and special meetings. The section on amending the Bylaws states passage by 2/3 of members present.

There are two questions.

 

The proper interpretation of bylaws requires reading them in their entirety (something that's beyond the scope of this forum). Paraphrased excerpts are insufficient.

[Guest Guest]

If Nancy is correct about the 7th not having the critical last sentence, ...

Creebles. You wanna come over and look?

[Guest Nancy N.]

(Creebles. Post 11 was me.)

[Guest Zev]

The 1970 text at the end of chapter 13 is identical to the first paragraph quoted by Mr. Martin in his posting #5.

 

The 1981 text is identical to the 1970 text.

 

In 1990 was added the following paragraph at the end:

 

Because the personal presence and participation by members in meetings  is a fundamental principle of parliamentary procedure, if the law under which an organization is incorporated allows proxy voting to be prohibited by a provision of the bylaws, the adoption of this book as parliamentary authority by prescription in the bylaws is treated as sufficient provision.

 

In 2000 this same paragraph that was added in 1990 was deleted and inserted in its place:

 

If the law under which an organization is incorporated allows proxy voting to be prohibited by a provision of the bylaws, the adoption of this book as parliamentary authority by prescription in the bylaws should be treated as sufficient provision to accomplish that result (cf. footnote, p. 562).

 

and also the two words in the main paragraph "non-stock" had their hyphens eliminated and both became "nonstock."

 

The text in 2011 is as Mr. Martin has posted, with the updating of the footnote reference page number.

 

Perhaps the question posed has its roots in some occurrence in 1980 and the breach is of a continuing nature and the gentleman is pondering raising a Point of Order that is 34 years in the making.

[Guest carl oguss]

AH, THAT answers the question Zev, thank you.

 

[Gary Novosielski]

Although the language prohibiting proxies by merely adopting RONR may not have been present in earlier editions, I believe that the addition of this language was not the introduction of a new rule, but rather a clarification of previously existing intent.

 

If, as is often the case, state corporate code permits the use of proxies unless prohibited in the bylaws, and if the bylaws adopt RONR as the parliamentary authority in the usual way, as governing in all cases where not inconsistent with the bylaws, and the byaws have no language on proxies, they should still not be deemed silent on the subject by virtue of the fact that RONR is not silent, and by adopting it, the bylaws are effectively no longer silent on any rule contained in RONR. 

 

But if the bylaws of this organization permit proxies, as it appears they do, then none of the above is relevant.

 

Moreover, since more than a quarterly interval has elapsed since 1987, neither is the language of the 8th edition.