Actions taken in conflict with Bylaws

[Guest Dave D]

#1 The bylaws of the association state that:
 "The notice of any meeting shall state the time and place of the meeting and the items on the agenda"

#2 and they further provide that:
 "No action shall be adopted at a meeting except as stated in the meeting notice."

#3 The bylaws and related state law specify that all meetings be conducted in accordance with Roberts Rules.

 

At a meeting of the association, after moving, debating, and voting on the items that were on the meeting notice/agenda, and during a portion of the meeting that was set aside on the notice/agenda for comments by the members on any matter pertaining to the association, several motions were made. These matters did not directly pertain to the notice/agenda items.

 

I suspect that the meeting chair probably should have ruled that those motions were out of order because of the bylaw provision mentioned as #2 above. However, not being keenly aware of #2 above, he let the motions proceed to vote (after seconds and debate).

 

My questions are...

a ) Does #2 above mean that the actions regarding items not on the notice/agenda are null and void, even though they were voted upon and passed?

b ) Do the bylaw provisions mentioned above trump the RONR provision that the assembly adopt an agenda?

[Josh Martin]

#1 The bylaws of the association state that:

 "The notice of any meeting shall state the time and place of the meeting and the items on the agenda"

#2 and they further provide that:

 "No action shall be adopted at a meeting except as stated in the meeting notice."

#3 The bylaws and related state law specify that all meetings be conducted in accordance with Roberts Rules.

 

At a meeting of the association, after moving, debating, and voting on the items that were on the meeting notice/agenda, and during a portion of the meeting that was set aside on the notice/agenda for comments by the members on any matter pertaining to the association, several motions were made. These matters did not directly pertain to the notice/agenda items.

 

I suspect that the meeting chair probably should have ruled that those motions were out of order because of the bylaw provision mentioned as #2 above. However, not being keenly aware of #2 above, he let the motions proceed to vote (after seconds and debate).

 

My questions are...

a ) Does #2 above mean that the actions regarding items not on the notice/agenda are null and void, even though they were voted upon and passed?

b ) Do the bylaw provisions mentioned above trump the RONR provision that the assembly adopt an agenda?

A.) Yes.

B.) Not entirely, I think. The assembly could still determine what order the items of business shall be considered in.

I would also note that it is quite unusual to require notice of all motions for all meetings. If the organization wishes to keep such a rule, it would be prudent to amend the bylaws to at least permit some exceptions to this rule or some method for suspending it, as a situation will undoubtedly arise in the future where the assembly must take swift action on something that was not known about at the time of the notice.

[Richard Brown]

Do the bylaws say how something gets on the agenda in the first place?

 

This post points out the problem that can be caused if a member (or even several members) want to have an item or notice of a motion placed on the agenda but the president or secretary refuse to add it to the agenda.   Does that effectively prevent the assembly from being able to consider a motion to do something that the person who prepares the agenda disagrees with and refuses to put on the agenda?

 

I also wonder if the bylaw provision that says no business can be conducted even at a regular meeting unless it is on the agenda or mentioned in the notice would be considered in the nature of a rule of order which can be suspended by a two-thirds vote?  It seems to me that this rule is in the nature of a rule of order and can be suspended unless the bylaws state specifically that it cannot be suspended.

[Josh Martin]

I also wonder if the bylaw provision that says no business can be conducted even at a regular meeting unless it is on the agenda or mentioned in the notice would be considered in the nature of a rule of order which can be suspended by a two-thirds vote? It seems to me that this rule is in the nature of a rule of order and can be suspended unless the bylaws state specifically that it cannot be suspended.

I disagree. A rule requiring previous notice protects absentees, and therefore, it cannot be suspended unless the bylaws so provide.

[Guest Dave D]

Unfortunately the bylaws are silent regarding how items get on the agenda in the first place. What has been done in the past is that the executive board drafts an agenda which gets included in the meeting notice.

[Josh Martin]

Unfortunately the bylaws are silent regarding how items get on the agenda in the first place. What has been done in the past is that the executive board drafts an agenda which gets included in the meeting notice.

If the society wishes to keep this rule, this is certainly another issue which should be clarified in the bylaws.

[Bruce Lages]

While your organization is certainly free to adopt any kind of rule it wants within its bylaws, I hope you can read the inferences in the previous responses that this rule is a really bad idea. Consider not only Mr. Martin's point - that should some emergency situation arise between the the time notice is sent out and the time of  the meeting that requires immediate action by the assembly, your rule will prevent that action from being taken at the meeting - but also the fact that such a rule greatly limits the ability of your group to act in the way a deliberative assembly is supposed to act. The way your rule is constructed gives the executive board complete freedom to determine what topics your membership can and cannot consider.

 

I think it would be of great benefit to you and your organization to read and understand the sections in RONR that describe why this rule is targeted specifically for special meetings of an assembly only. If that reading makes sense to you, then perhaps you could work to remove this provision from your bylaws completely.

 

(And please note that you do not need to modify your bylaws to make this rule apply to special rather than general meetings, since if you have adopted RONR as your parliamentary authority, the rule is already there.) 

[Shmuel Gerber]

Do the bylaws say how something gets on the agenda in the first place?

 

This post points out the problem that can be caused if a member (or even several members) want to have an item or notice of a motion placed on the agenda but the president or secretary refuse to add it to the agenda.   Does that effectively prevent the assembly from being able to consider a motion to do something that the person who prepares the agenda disagrees with and refuses to put on the agenda?

 

But the rule that Dave quoted does not say that the assembly cannot consider items that are not on the agenda. It says, "No action shall be adopted at a meeting except as stated in the meeting notice."

According to RONR, when previous notice of a motion is required, "a notice can also be sent to every member with the call of the meeting at which the matter is to come up for action, except where the rules of the organization provide otherwise. In such a case, the member desiring to give the notice writes to the secretary alone, requesting that the notice be sent with the call of the next meeting; and the secretary should then do this at the expense of the organization." (pp. 123-124)

[Guest Dave D]

Mr. Lages -

 

Yes, I get the point that you others made that this rule is a bad idea.

 

I think I disagree with:

(And please note that you do not need to modify your bylaws to make this rule apply to special rather than general meetings, since if you have adopted RONR as your parliamentary authority, the rule is already there.) 

 

Since the bylaws currently specify this "bad rule" for ALL meetings and the bylaws trump RONR, wouldn't the bylaws need to be changed to remove this restriction from general meetings?

 

 

Everbody -

Thank you for your input. I'm still hoping that more folks will chime in on the question ...

 

" Does #2 above mean that the actions regarding items not on the notice/agenda are null and void, even though they were voted upon and passed?"

[Bruce Lages]

Guest Dave D -

 

My comment about not needing to modify your bylaws was directed to what the situation would be if you removed this rule from your bylaws. So yes, the bylaws will need to be changed if you want to get rid of this rule. What I wanted to get across was that, if you now have no such rule applying to any meetings, you do not need to re-introduce a similar rule to apply just to special meetings (of whatever body), because that rule is already in RONR.

[Guest Nancy N.]

... Everbody -

Thank you for your input. I'm still hoping that more folks will chime in on the question ...

 

" Does #2 above mean that the actions regarding items not on the notice/agenda are null and void, even though they were voted upon and passed?"

 

Guest Dave D, customarily, here on the world's premiere Internet parliamentary forum, you pretty much don't need a crowd.  So that, as in this case, when Mr. Martin starts the first reply with a flat "yes," and (prudently) no one disagrees, you can take it to the bank.

 

And some of us are still frugal with pixels, remembering how a discussion thread with sixty (60!) replies, to one of Dr. Seabold's abstruse questions about Reconsidering, brought down the Internet for three days.  i myslef took to my bed for a week with the vapours.

[Guest Dave D]

So then, yes, the actions regarding items not on the notice/agenda are null and void.

 

Next question is, should the minutes mention them.

[Edgar Guest]

Next question is, should the minutes mention them.

 

The minutes are a record of what was done at a meeting, even if what was done was improper. When the improper actions are declared to be null and void, that fact will be recorded in the meeting where the declaration was made. A marginal note in the prior minutes would be appropriate (though the minutes themselves should not be altered).

[Guest Nancy N.]

The minutes are a record of what was done at a meeting, even if what was done was improper. When the improper actions are declared to be null and void, that fact will be recorded in the meeting where the declaration was made. A marginal note in the prior minutes would be appropriate (though the minutes themselves should not be altered).

 

Nicely done.

[Guest Dave D]

^{I apologize for asking so many quertions. The RONR book is on its way to me, so hopefully I should be more self-sufficient in the future. In the meantime, let me rephrase that last question.}

 

^{The meeting was four days ago and the minutes have not yet been prepared. When they are prepared, should they simply omit mention of the improper actons, or, should those actions be recorded in those yet-to-be-prepared minutes and then declared to be void at a subsequent meeeting? If the latter, who has the authority to declare those actions to be void? Would such a declaration need to be moved by the assembly at the subsequent meeting?}

 

 

 

 

[Hieu H. Huynh]

The minutes should include a record of the adopted motions from the previous meeting. What were these motions and how were they different from the meeting notice? When is the next meeting? Even if the motions were out of order at the previous meeting, couldn't the assembly ratify those actions at the next meeting instead of ruling them null and void?

[Guest Nancy N.]

^{I apologize for asking so many quertions....}

 

Please do not, even though most people call them "questions"; but I think your variation delightful and I will do my best to promulgate (or proliferate, I'm not sure which is which) it into the aether though I expect alas my efforts will be like my efforts generally, like say to get a date Saturday night, like you see what I'm doing right now? [N.B. That was written Saturday night.  All that effort looking up "aether" wore me out, so I napped till 6 AM, when the alarm woke me so that I remember to phone Jonathan Thoreson and remind him to put on his Spidey suit and go swinging around the city on his webs, fighting crime.]

 

^{... The RONR book is on its way to me, ...}

 

Nobody around here going to give you any grief on that.  I will say, better to get the RONR - In Brief book too -- or , for that matter, first -- and read it at once.  Really, at once.  If you were the old-fashioned, late-20th-Century type of Dave guy I might have grown up with or learned from and asked lots of quertions (see, I've started), or perhaps even mentored if you weren't picky, and had gone out to a bookstore and bought your RONR - IB on the spot, I would be enjoining you ("tormenting" is often the verb readers consider more apt) to read it then and there, begrudgingly moving aside from the cashier so that the other customers in line to buy their copies can do so.  Gently muscle aside the security guard who is trying to read over your shoulder, let him buy his own.  (The store management will probably let him in front of the line, the weasels!) If you're there by car, don't sit down.  Don't put your key in the ignition, give it to the security guard, tell him you're drunk.  He'll know better (nobody reads Robert's Rules under the influence, except George and me and Dan and Shmuel and the smarter Dan, whichever that one is, and -- you know what?  I'm not gonna win this one) but he'll take your keys on the bet that when you're done with your first reading, which should be in an hour or so unless you're a college graduate or Shmuel or both in which case it'll take you G-d knows how long, he can swap you your keys back for the loan of your copy, because it's faster than waiting on line and by now, as an aspiring parliamentarian, he's too ethical to line-jump.  If you got to the bookstore right before it closed at 10 PM, don't even think of sleeping first:  that's what the Universe makes pots for, to put coffee in.

 

I infer that it's more likely that you didn't even bestir your your somnolent complacent callipygian netherlands to grab a phone and summon a 21st-Century minion to shlep it over to you.  Well, fine.  Bestir your otherwise inert adipose self to answer the door.  Don't neglect to tip lavishly.  Now you may close the door behind you, but I'm on the fence about whether you are allowed to sit down at this point or not.  I'm going to let it go, this is probably a quertion Josh will enjoy wrestling with

 

^{... so hopefully I should be more self-sufficient in the future...}

 

Mmm, so Dave D, you know what might happen next?  With your self-sufficiency and all.  You maybe read some more on this, the world's premiere Internet parliamentary website forum, and you see a question (what old people called them, before you invented quertions) that nobody has answered yet, and you have an inkling on it, so you go ahead and answer it yourself!  I can't tell you the giddy enthralling thrill it is!  And you riffle in your book, confirm your diagnosis, and maybe add the citation.  You then enter an elite cadre, kind of like the Bavarian Illuminati except you still don't have to know more than English, and if you keep it up a year or two maybe me and George and Josh and me and John and Edgar and me and someone else can maybe take a couple days off and go fishingin West Virginia or something.

 

^{... In the meantime, let me rephrase that last question....}

 

Dave, it looks to me like Mr. Huynh answered it.  If there's more, please keep asking.  The world needs more quertions.

[Josh Martin]

When they are prepared, should they simply omit mention of the improper actons, or, should those actions be recorded in those yet-to-be-prepared minutes and then declared to be void at a subsequent meeeting?

The latter. The minutes are to be an accurate record of what actually happened at the meeting.

If the latter, who has the authority to declare those actions to be void? Would such a declaration need to be moved by the assembly at the subsequent meeting?

The chair may rule the actions null and void on his own initiative or in response to a Point of Order raised by a member. If the chair rules the Point of Order not well taken, then members can Appeal from the decision of the chair to place the decision in the hands of the assembly.

Even if the motions were out of order at the previous meeting, couldn't the assembly ratify those actions at the next meeting instead of ruling them null and void?

Yes, if proper notice is given of such a motion, as required in the bylaws.

[Edgar Guest]

The chair may rule the actions null and void on his own initiative . . . 

 

I agree that the chair may do so at the time of the infraction but, in the case of a continuing breach, I was under the impression that a point of order had to be raised.

[Richard Brown]

I agree that the chair may do so at the time of the infraction but, in the case of a continuing breach, I was under the impression that a point of order had to be raised.

I am not aware of such a distinction.  Do you have a citation?  (I'm not saying there is no distinction, just that I'm not aware of a distinction).  I'm under the impression that the chair can rule that something is out of order regardless of whether a member raises a point of order.  He can, in essence, raise the point of order on his own. If there is a distinction, I want to know about it, too!  

[Edgar Guest]

I'm under the impression that the chair can rule that something is out of order regardless of whether a member raises a point of order. 

 

He certainly can at the time of the infraction but I seem to recall previous discussions which, If I recall correctly, suggested that he could not, on his own, declare a previous action null and void. For example, he can't say, "I was going through the minutes the other night and I've decided that the action taken on May, 8, 1954, constitutes a continuing breach and is therefore is null and void".

 

Though I suppose, as you say, he could raise a point of order but I would think he should refrain from doing so.

[Dan Honemann]

Mr. Brown has it right. No distinction can be drawn between the chair and any other member in this connection. If a situation arises in which a member can (and should) raise a point of order that the rules are being violated, the chair may make such a ruling on his own volition.

[Edgar Guest]

No distinction can be drawn between the chair and any other member in this connection. If a situation arises in which a member can (and should) raise a point of order that the rules are being violated, the chair may make such a ruling on his own volition.

 

Thanks, I think I may have been recalling discussions to the effect that an alleged ambiguity in the bylaws can't be resolved (short of amending them) without a point of order being raised to the effect that, according to one interpretation, there's been a violation. If I've got that right.

[Dan Honemann]

I think you are recalling the view expressed from time to time in this forum to the effect that points of order cannot be raised in a vacuum. There must be something occurring during a meeting which makes it appropriate to raise a point of order concerning a violation of the rules.

[Edgar Guest]

I think you are recalling the view expressed from time to time in this forum to the effect that points of order cannot be raised in a vacuum. There must be something occurring during a meeting which makes it appropriate to raise a point of order concerning a violation of the rules.

 

Yes indeed. Thanks again.