Applying Rules of Order to Bylaw Amendments to Change Election Rules

[JosephA]

I am requesting help in understanding how rules of order can help resolve a conflict pertaining to the election of Board of Directors.

 

Historical Situation:

Election starts. The Board has a slate and presents their nominations for the new Board for 5 slots. Three new nominations come from the floor after a call for nominations and all three are seconded.

 

Discussion then is raised by the moderator who leads the meeting that these 3 members along with 2 other current Board members all belong to a sub-group in the organization and in a 10 member board are likely to vote as a block. It is discussed that it would be better if the Board consisted of more members from other sub-groups and that such is our "tradition."

 

However, the Bylaws do not have any specific restrictions or limitations about how many Board members can be from one sub-group and there is no requirement for any diversification or a minimum or maximum number of the limit of members of any sub-group.  The rule in the Bylaws says that the members nominated who receive the most votes get elected to the Board.

 

The moderator then scans the Bylaws and expresses his opinion to all the members that the there is a provision to temporarily suspend the Bylaws regarding the meeting. And in discussion appears to achieve some kind of general consensus that many members do not want the election to proceed. He then states that it is possible to suspend the Bylaws, hold off on the election under the current Bylaws and then amend the current Bylaws and somehow resume the meeting where it left off with the election of the Board of Directors under a different set of election rules that limits any sub-group from having more than 3 representatives on the Board at one time.

Are there any Rules of Order that permit or prevent this type of procedure?

 

What Rules of Order protect the existing Bylaws from being revised so that the election outcome has to be conducted under the Bylaws that exist when the meeting started?

 

Can the moderator initiate these types of motions and lead a discussion in how to suspend the meeting?  Is this permitted?

 

Is this type of Bylaw, that the specific Bylaws can be temporarily suspended a proper one under the Rules of Order?

 

Can a motion be made that is not relevant to the agenda item that is at hand, i.e., the election process is in progress and then motions are allowed by the moderator to be made with the intention to stop temporarily the election process which is a primary reason the annual meeting is being held? Would not such a motion be out of order?  What is one permitted to do if it becomes clear that the moderator is bias and does not follow the Rules of Order?

 

Is it proper without a motion being made and seconded for the moderator to ask if anyone objects to the temporary suspension of the election process?

 

For a Bylaw to be suspended, the vote had to be unanimous. Is it permissible or should it be allowed for the one who objects to the suspension of the Bylaws to be questioned and harassed by other members during the meeting?  Does the moderator have the responsibility to stop these types of verbal attacks or not?

 

Does the moderator have any right to request or suggest that a nominee withdraw their name from consideration?

 

Now the meeting was tabled by forced consensus due to group pressure and that the moderator asked the nominees to consider withdrawing their names which they felt pressured to do.  Then any objection to suspending the meeting was nullified for the one objector, so the meeting was tabled.

 

Now a special meeting is called and the requirement is that the “notice of the proposed amendments needs to be sent out 30 days in advance of the date of the Special Meeting.” The Board then sends out an amendment topic list and not the actual specific amendments. Is this permitted?

 

In summary, can new Bylaws be passed that change the nominee procedure and restrict who can be on the Board, so that the meeting can be resumed under the new Bylaws (if passed) to elect a new Board? Are there Rules of Order that prevent or allow this type of action by the Board? Is it not required that a bona fide election process continue under the existing Bylaws in the Special Meeting and that the Bylaws cannot be changed to alter the outcome of the election or that any new Bylaws would not be applicable, since the meeting was continued that started under valid existing Bylaws?

 

Thank you for any assistance you can render.

Joseph

[jstackpo]

An  lot of your questions hinge, or may hinge, on the contents of your bylaws which we here are in no position to read or interpret. We know our way around RONR but that is all.

 

But the main problem with your presentation is too many questions all at once.  Suggestion:  ask one question per posting, get the answer (if there is one we can give you), then go to the next appropriate one.  One question per posting.

 

But... anticipating the first couple of questions: 

 

The moderator should remain impartial when moderating  --  obviously he didn't.

 

There is no rule in RONR allowing you to suspend bylaws (except "rules of order")  --  whether the rule(s) the chair claimed could be suspended really could be gets us into your bylaws, not RONR, so we couldn't say much.  It seems doubtful, however.

 

That's enough for one posting.

 

Another suggestion:

 

Anticipate your
Continuing  big troubles
Are procedural?

Should get in touch with
Real parliamentarian
In your area

As soon as you can
(Not virtual ones like us)
For consultations.

(Can you do Haiku better, please?)

Contact either (or both) the ...

National Association of Parliamentarians
213 South Main St.
Independence, MO  64050-3850

Phone: 888-627-2929
Fax: 816-833-3893;  
e-mail: hq@NAP2.org  
<<www.parliamentarians.org>>


or

Sharon Barkmeier, AIP Account Manager
American Institute of Parliamentarians
618 Church Street, Ste 220
Nashville, TN 37219

phone: 888-664-0428
sbarkmeier@aipparl.org
<< www.aipparl.org >>


for a reference or information.

[Sean Hunt]

The other answer would be that when passing new bylaws, the association can choose to have those apply in whatever way they would like. They can choose to have them take effect immediately and apply it to the elections that would happen right after, or can choose to delay them until the next round.

[Josh Martin]

He then states that it is possible to suspend the Bylaws, hold off on the election under the current Bylaws and then amend the current Bylaws and somehow resume the meeting where it left off with the election of the Board of Directors under a different set of election rules that limits any sub-group from having more than 3 representatives on the Board at one time.

Are there any Rules of Order that permit or prevent this type of procedure?

Yes, it is permitted, and suspending the bylaws is not necessary to do this. The election may be postponed to an adjourned meeting (or the next regular meeting) and the meeting may be adjourned, which might give the society enough time to amend the bylaws, depending on what the amendment process in the bylaws entails.

What Rules of Order protect the existing Bylaws from being revised so that the election outcome has to be conducted under the Bylaws that exist when the meeting started?

The election does not have to be conducted under the bylaws that exist when the meeting started. If they have the votes, it is indeed in order to postpone the election, adjourn the meeting, amend the bylaws as soon as possible under the amendment procedure, and then complete the election.

This seems unnecessarily complicated, however, because if they have the votes to do all this, they also have the votes to elect whoever they want.

Can the moderator initiate these types of motions and lead a discussion in how to suspend the meeting? Is this permitted?

No, it is not appropriate for the moderator to make motions or to enter discussion. If he wished to participate, he should have relinquished the chair. Additionally, you can't "suspend" a meeting, but it is possible to adjourn the meeting, possibly to a continuation of that meeting at a later date (known as an "adjourned meeting").

Is this type of Bylaw, that the specific Bylaws can be temporarily suspended a proper one under the Rules of Order?

Nothing needs to be suspended. It is in order to postpone the election.

Can a motion be made that is not relevant to the agenda item that is at hand, i.e., the election process is in progress and then motions are allowed by the moderator to be made with the intention to stop temporarily the election process which is a primary reason the annual meeting is being held? Would not such a motion be out of order?

No, a motion which is not germane to the pending motion is not in order, but a motion to postpone the election is germane to the election and is in order.

1. What is one permitted to do if it becomes clear that the moderator is bias and does not follow the Rules of Order?

2. Is it proper without a motion being made and seconded for the moderator to ask if anyone objects to the temporary suspension of the election process?

1. A member may move to Suspend the Rules and remove the presiding officer from the chair, which requires a 2/3 vote.

2. Yes and no. RONR does have a procedure called unanimous consent, in which the chair asks if anyone objects to a course of action, in place of a formal motion. This is, however, generally intended for routine motions where little opposition is expected, not for controversial motions which the chair personally supports.

1. For a Bylaw to be suspended, the vote had to be unanimous. Is it permissible or should it be allowed for the one who objects to the suspension of the Bylaws to be questioned and harassed by other members during the meeting? Does the moderator have the responsibility to stop these types of verbal attacks or not?

2. Does the moderator have any right to request or suggest that a nominee withdraw their name from consideration?

1. No bylaws need to be suspended. Postponing the election only requires a majority vote. It is not permissible for anyone to be questioned and harassed by other members and the moderator absolutely has the responsibility to stop such verbal attacks.

2. No.

Now the meeting was tabled by forced consensus due to group pressure and that the moderator asked the nominees to consider withdrawing their names which they felt pressured to do. Then any objection to suspending the meeting was nullified for the one objector, so the meeting was tabled.

The meeting was adjourned, not tabled or suspended. A majority vote was sufficient to do this. There was no need for a consensus. The nominees who were (improperly) pressured into withdrawing their names are free to change their minds later.

Now a special meeting is called and the requirement is that the “notice of the proposed amendments needs to be sent out 30 days in advance of the date of the Special Meeting.” The Board then sends out an amendment topic list and not the actual specific amendments. Is this permitted?

It is technically not necessary to send out the exact wording of a bylaw amendment, only the "scope and purport," but an "amendment topic list" doesn't sound sufficient to me.

1. In summary, can new Bylaws be passed that change the nominee procedure and restrict who can be on the Board, so that the meeting can be resumed under the new Bylaws (if passed) to elect a new Board?

2. Are there Rules of Order that prevent or allow this type of action by the Board?

1. Yes.

2. No.

Is it not required that a bona fide election process continue under the existing Bylaws in the Special Meeting and that the Bylaws cannot be changed to alter the outcome of the election or that any new Bylaws would not be applicable, since the meeting was continued that started under valid existing Bylaws?

No, it is not required. An organization can change its bylaws in the middle of an election if it wishes.

Again, I am not entirely clear on why they're going to all this trouble, as it would have been much easier to just hold the election and elect the people they wanted. Nonetheless, it is in order to amend the bylaws.

[JosephA]

All of the help I recieved is wonderful.  I am very greatful for all of you in taking the

time to help me understand the rules of order. I have come to have a great respect for

the value of them in facilitating positive and productive human interaction.

 

Thank you,

 

Joseph

[Richard Brown]

 I comment Josh for very thoroughly answering all of Joseph's questions in one post, but I have questions about a couple of Josh's answers:

 

The meeting was adjourned, not tabled or suspended. A majority vote was sufficient to do this. There was no need for a consensus. The nominees who were (improperly) pressured into withdrawing their names are free to change their minds later.

Josh, do we have enough information to say for a fact that the meeting was adjourned and not, in essence, adjourned until a date certain using non-standard language for the motion to fix the time to which to adjourn?  I don't know that it makes any practical difference, but I can't be sure exactly what they did or whether the upcoming meeting is actually an adjourned meeting or a special meeting.  Does the assembly itself have the power to call a special meeting if the bylaws specify that only the president or the board can call special meetings?  I can't tell whether the assembly fixed the time for the so-called "special meeting" or if it was in fact called as provided in the bylaws.

 

It is technically not necessary to send out the exact wording of a bylaw amendment, only the "scope and purport," but an "amendment topic list" doesn't sound sufficient to me.

Wouldn't this depend on whether the bylaws require that members be sent the full text of proposed bylaw amendments?

[Josh Martin]

Josh, do we have enough information to say for a fact that the meeting was adjourned and not, in essence, adjourned until a date certain using non-standard language for the motion to fix the time to which to adjourn?  I don't know that it makes any practical difference, but I can't be sure exactly what they did or whether the upcoming meeting is actually an adjourned meeting or a special meeting.  Does the assembly itself have the power to call a special meeting if the bylaws specify that only the president or the board can call special meetings?  I can't tell whether the assembly fixed the time for the so-called "special meeting" or if it was in fact called as provided in the bylaws.

No, I don't think we can say with any degree of certainty exactly what was done. The assembly does not have the power to call a special meeting (except for the purposes of a trial) if the bylaws specify that only the President or board may call special meetings, but since the President and board seem to be the ones pushing the special meeting, I don't think this matters much.

Wouldn't this depend on whether the bylaws require that members be sent the full text of proposed bylaw amendments?

Yes, if the bylaws require this, it must be done.

[JosephA]

The annual meeting was adjourned with the statement that the Board as soon as possible would reconvene the annual meeting and then also call a special meeting to amend the bylaws. So, it seems that there is one meeting to amend the bylaws and another one to continue the adjourned meeting though the upcoming meeting is labeled as both.  Is this correct under RONR?

 

During this process, the Board held an interaction by email with one member drafting the new bylaws and others commenting and asking for revisions. The end product (i.e., the letter sent out) of the amendment ideas was never voted one, no motion and no second. It was sent our under the auspices of the Board.  Is this type of meeting by e-mail allowed under RONR, if it is not specified in the bylaws? 

Does not the Board have the requirement that this type of action be approved and voted on by all of its members?  How does one properly object to such an action?  And since there was no vote, is it reasonable under RONR to request that the letter be redacted and a new meeting date set once the amendments are approved?

 

Now the bylaws do not specify any rules of order at all.  And there is no grievance procedure in the bylaws either.  Does RONR then even apply unless it is stated? Or, if not, then is it the de facto standard, if no other rules are specified?  And how does one properly object to the Board taking action without a motion, second and vote?

 

Amendment Procedure.

       These bylaws may be amended at any annual meeting or at a special meeting called for that purpose, by affirmative vote of two‑thirds (2/3) of the members present, provided notice of the proposed amendment has been mailed or delivered to all members not less than 30 days in advance of the meeting in which the proposed amendment is to be presented.

 

Does this wording mean that the actual text of the amendments and not just a brief one sentence for each of the amendment topics required?

 

Special Meetings.

       Special meetings may be called at any time by the board of directors or the trustees, or by petition to the Secretary or other officer by any three (3) or more members; providing in any case that notice of the time, place, and purpose of the meeting is sent to all members at least twenty (20) days before the meeting date.

[Josh Martin]

The annual meeting was adjourned with the statement that the Board as soon as possible would reconvene the annual meeting and then also call a special meeting to amend the bylaws. So, it seems that there is one meeting to amend the bylaws and another one to continue the adjourned meeting though the upcoming meeting is labeled as both. Is this correct under RONR?

It would be in order to schedule an adjourned meeting and to call a special meeting to take place immediately before (or immediately after) the adjourned meeting. There seems to be little point in this, since it would be simpler and also in order to just do everything at the adourned meeting, but it is in order.

During this process, the Board held an interaction by email with one member drafting the new bylaws and others commenting and asking for revisions. The end product (i.e., the letter sent out) of the amendment ideas was never voted one, no motion and no second. It was sent our under the auspices of the Board. Is this type of meeting by e-mail allowed under RONR, if it is not specified in the bylaws?

Does not the Board have the requirement that this type of action be approved and voted on by all of its members? How does one properly object to such an action? And since there was no vote, is it reasonable under RONR to request that the letter be redacted and a new meeting date set once the amendments are approved?

Meetings by e-mail are not permitted unless authorized by the bylaws. An action of the board does not necessarily need to be voted on by all members of the board, but it must be voted on (or approved by unanimous consent) at a properly called meeting of the board with a quorum present.

With that said, this doesn't seem to matter much at all. The bylaws do not require that amendments be proposed by the board, so all this means is that these amendments will technically be proposed by individual board members rather than by the board itself. So one does not object to this action and it is not reasonable to request that the letter be redacted and a new meeting date be set (at least, not for this reason).

Now the bylaws do not specify any rules of order at all. And there is no grievance procedure in the bylaws either. Does RONR then even apply unless it is stated? Or, if not, then is it the de facto standard, if no other rules are specified? And how does one properly object to the Board taking action without a motion, second and vote?

Yes, RONR is applicable where the bylaws are silent. The only way to object to the lack of a motion, second, and vote by the board is for a member of the board to raise a Point of Order or objection at the time. An assembly may conduct business by unanimous consent, and even if the chair does not use the proper procedure for unanimous consent, this is not a continuing breach.

The real problem here is that the action was taken outside of a properly called meeting with a quorum present. As noted, however, this isn't really relevant, as the board hasn't really taken any action regarding the bylaws. It's just a recommendation, so these are just recommendations of individual board members rather than recommendations of the board.

Amendment Procedure.

These bylaws may be amended at any annual meeting or at a special meeting called for that purpose, by affirmative vote of two‑thirds (2/3) of the members present, provided notice of the proposed amendment has been mailed or delivered to all members not less than 30 days in advance of the meeting in which the proposed amendment is to be presented.

Does this wording mean that the actual text of the amendments and not just a brief one sentence for each of the amendment topics required?

It will ultimately be up to your organization to interpret its own bylaws (see RONR, 11th ed., pgs. 588-591 for some Principles of Interpretation), but I don't see anything which would require that the exact text of the proposed amendments be included in the notice. That doesn't necessarily mean that "a brief one sentence for each of the amendment topics" is sufficient either. The requirement in RONR is that the notice must be sufficiently detailed for members to know the "scope and purport" of each amendment. Based on the facts provided, I cannot say for certain whether this is the case here.

If you intend to continue to pursue this, I would focus on this point. It seems to me that this is the one issue which might be a legitimate concern.

[JosephA]

Are proxies allowed under RONR even if they are not listed in the bylaws? I thought that for proxies to be possible they have to

be specifically authorized by the bylaws. Is this true?

 

Thanks again, Joseph

[Josh Martin]

Are proxies allowed under RONR even if they are not listed in the bylaws?

 

No.

 

I thought that for proxies to be possible they have to be specifically authorized by the bylaws. Is this true?

 

Yes. Perhaps you have another legitimate concern.