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Addition of ByLaw amendment after notice and other ballots are mailed.


Guest S. Nelson
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We mailed our Notice of Annual Meeting along with election ballot and amendment ballots in a timely manner, not more than 50 days nor less than thirty days prior to Annual Meeting. One amendment to a by law ballot was inadvertently omitted from the mailing but was discovered a day before the final day to mail the notice.  The final day was a Sunday so we made an additional mailing of that one ballot on the Monday following which was 29 days prior to the Annual Meeting.  Was it enough to have mailed the other election materials in a timely manner to be able to include the additional by law amendment ballot later (one day following final day to mail)?  I need a response quickly.

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You speak of the "amendment ballots".  Do I take it to mean that the vote (on whatever the amendments are) will all take place before the Annual Meeting (by postal- or e-mail, or I'net systems of some sort) with just an announcements of the results at the actual meeting?  If so, then folks would be able to cast their votes right away (possibly before seeing the "tardy" amendment proposal) and might have voted differently had they had the full package in hand.  If this is the case, then 29 days is clearly too late, particularly if the original package was sent out well, or even somewhat, in advance of the tardy amendment.  So the tardy amendment will have to wait until your next meeting.

If my initial presumption is wrong (all voting on the amendments takes place at the Annual meeting) then I would straight up tell the members at the meeting what happened and take it from there.

Or perhaps the "tardy amendment" could be treated as an amendment to one of the timely amendments  --  if it was germane  -- and be properly considered as such.

The safest bet is just apologize, do NOT consider the tardy amendment at all, and do a better job next time.  This will avoid any possibility of someone raising a point of order ("The amendment was sent out late!!!") and starting a fight.

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It might be that no one cares enough about one day's difference to raise a proper Point of Order to challenge the (late) previous notice so mailed.

So, if no one objects, I would go ahead and process the (late) amendment as a normal.

***

If someone does raise a Point of Order (why would someone feel strongly about 1/30th of a delay?), then the chair will have to make a ruling. -- And that ruling may be appealed.

I would hope that the one day of difference is not found to be a violation of your rules, per a majority vote of your members, via the appeal.

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Why?

Because, to the average rank-and-file member, notice of "29 days" and notice of "30 days" would be judged (via Appeal) as being virtually identical.

No person could argue sincerely that he "did not have time to ponder" the issue(s), given 29 days notice -- but would have had ample time to ponder, given 30 days notice

That is why 1/30th of a division is "a distinction without a difference." -- To the average club member. (Not to the average parliamentarian, though.)

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If the rule was measured in hours, or if the rule was such that a one-day difference represented (say) 33% of the notice time lost, then you could argue that the lateness could have impacted the membership's time to ponder the issue, and/or make a decision to attend a given meeting.

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Analogy: 4 weeks x 7 days = 28 days -- This is not "30 days".

But anyone who wishes to hold up club business "because 28 days is insufficient notice" is not making a realistic, sincere plea for "time", but is trying to be a stickler for a rule which already has a huge "margin of error" built-in to the time frame.

***

When it comes to "slippery slopes", some slopes are slipperier than others. -- 1/30th isn't slippery enough for me to raise a point of order.

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I don't wish to get involved in the argument as to whether or not giving 29 days notice will suffice when the rule requires 30 days notice, but it is worth mentioning that the object of giving previous notice is not to give time to ponder. The object of giving notice is "to alert the members to the proposed amendment so that all those interested can arrange to be present at its consideration." (RONR, 11th ed., p. 581, ll. 12-15)

 

 

 

 

 

 

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Oh, come on, get involved  --  it'll be more fun that way.

Kim:  So what you tell the member who gets the tardy notice, thinks the proposed amendment is terrible, but is relieved to see it is a late notice, hence the item will not come up, and he won't have to bother to show up at the meeting? (He views the on-time amendments as innocuous.)  

 

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21 hours ago, Guest S. Nelson said:

We mailed our Notice of Annual Meeting along with election ballot and amendment ballots in a timely manner, not more than 50 days nor less than thirty days prior to Annual Meeting. One amendment to a by law ballot was inadvertently omitted from the mailing but was discovered a day before the final day to mail the notice.  The final day was a Sunday so we made an additional mailing of that one ballot on the Monday following which was 29 days prior to the Annual Meeting.  Was it enough to have mailed the other election materials in a timely manner to be able to include the additional by law amendment ballot later (one day following final day to mail)?  I need a response quickly.

The answer would depend on whether 29 is less than 30.   Unless we're using alt-math, I think the answer is clear.

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15 hours ago, jstackpo said:

Kim:  So what you tell the member who gets the tardy notice, thinks the proposed amendment is terrible, but is relieved to see it is a late notice, hence the item will not come up, and he won't have to bother to show up at the meeting?

(He views the on-time amendments as innocuous.) 

Ah!

What about the Point of Order? -- Or, really, what about the lack of a Point of Order, come meeting hour?

If your member's "cold Vulcan-logic" is confident that the 29-day notice is clearly short of the 30-day notice, and that, therefore, our buddy Mr. Spock is 100% confident that the proposed amendment cannot be introduced, then won't Spock be surprised when no timely Point of Order is raised at any time during the meeting? -- And the amendment passes?

***

We know (from non-Robetian sources, as Jonathan Jacobs once opined in an article) that one may waive notice for one's self.

All you need is a permeating, bird-of-a-feather, common mind set -- and WHAM! -- it passes.

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Perhaps it is becoming apparent how useless it is to engage in a discussion such as this.

If and when a point of order is raised concerning the effectiveness of the one day late notice given for the proposed bylaw amendment, S. Nelson's organization's assembly will have to decide for itself whether or not there has been what amounts to substantial compliance with its rule, and if so, whether or not such compliance is sufficient to permit its consideration and adoption of the proposed amendment.

The assembly's decision will be final unless, of course, the amendment is declared to be adopted and someone feels that his ox has been gored to such an extent that he is willing to sue, in which event the question may ultimately be decided by a court. The court, of course, will be looking at applicable contract law, not parliamentary law, to reach its decision.

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My comments are as follows:

1)  The By-laws, including the By-law on amending the By-laws themselves, ultimately must be interrupted by the organization, not the members of this forum.  We can provide feedback on how we may interrupt something, but if we are not also members of the organization it really does not matter what we think.

2)  If the By-laws require at least 30 days notice, then in my opinion 29 days notice does not meet the requirement in my humble opinion.  29 days is less than 30 days the last time I checked.

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5 hours ago, Rev Ed said:

If the By-laws require at least 30 days notice, then in my opinion 29 days notice does not meet the requirement in my humble opinion.  29 days is less than 30 days the last time I checked.

Indeed.  It seems to me that if the society felt that 29 days was close enough, the bylaws would read 29, thereby affording someone the opportunity to suggest that 28 was good enough.

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9 hours ago, Rev Ed said:

My comments are as follows:

1)  The By-laws, including the By-law on amending the By-laws themselves, ultimately must be interrupted by the organization, not the members of this forum.  We can provide feedback on how we may interrupt something, but if we are not also members of the organization it really does not matter what we think.

2)  If the By-laws require at least 30 days notice, then in my opinion 29 days notice does not meet the requirement in my humble opinion.  29 days is less than 30 days the last time I checked.

Why all this interruption? :-)

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