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Guest Katydid

Ballot to Dissolve

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Guest Katydid

I am the incorporator and founder of our guild which was established 8 years ago. 

Our bylaws require Ballots to be sent out and members allowed 30 days to vote.  The deadline is specified on the ballot. 
The bylaws also allow 10% of the membership to request amendments to the bylaws by written request. 

A group of members wanting to kill our guild showed up at a regular meeting and without prior notice made a motion dissolve the guild.  They passed out pieces of paper for the members in attendance to vote whether they want to put out a ballot to dissolve the guild.  10% of our membership is 4 and there was about 20 members at the meeting.  They got their four votes and started passing out ballots and emailed ballots to all members the next day.

They already had a ballot made up and passed them out at the meeting. The ballot contained 3 items ... see attached 

Subsequent discussion suggested members wanted a meeting to hear all sides of this issue so a meeting special meeting was held.  At that meeting I called a point of order for the ongoing breach of a ballot to dissolve the guild that was done without advance notice included it the meeting which it was done.  

I cited Missouri Revised Statute Chapter 355.251 and Roberts Rule of Order Article 8 section 47 as support for my point...see attachment

The point was well taken and it was ruled that the ballot is null and void.  I have been told the members that started this action are now getting a lawyer?

I am very interested in hearing any observations?
Were they out of order to bring that to a meeting unannounced?
Are my references correct as to why they can't do that?
Am I the only one who sees the wording on the ballot is clearly biased?
Since to Point of Order ruling went unchallenged isn't everything else moot?

Thank you

 

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A few 4 AM thoughts for Guest Katydid.

1.  You're looking at an antient version of RONR (maybe just old ROR).  RONR, the editions since 1970, have chapters, and subordinate sections.  I can't tell from here what information, assuming it's not outdated or even obsolete, you want to be citing.  Do you at least have access to RONR, the current edition?

2.  Your references to the Missouri statutes, and to incorporation, more than suggest that you need to consult a lawyer before a parliamentarian (or even an aspiring parliamentarian like me) (and maybe not the parliamenarian).

3.  It might be minor (and at least too late to object, by a Point of Order, by now), but some of this might have been nipped in the bud by calling to order those who, by passing out pieces of paper and then distributing ballots, were disrupting the meeting (RONR 11th Ed., Sect. 43 "Rules Covering Debate":  REfrain from Disturbing the Assembly, p. 394).  Just don't let it happen again.

4.  Where's your attachment (your 4th paragraph)?

5.  If The Adversaries are getting a lawyer, then they're getting a lawyer.  You can't stop them, and maybe you heard wrong.  Lawyers cost money:  how much money is it worth to them to dissolve your guild?  be ready, though, to engage your own lawyer, if it comes to that.

6.  "Since to Point of Order ruling went unchallenged isn't everything else moot?"

... Maybe , maybe not.  At a minimum, if they hire a lawyer, that probably is their camel's nose under the tent.  And , sorry, I'm too sleepy to run through the purely parliamentary considerations.  With a little luck, one of the sleeping parliamentarians will get up, to add to (and likely correct some) of what I have said here.

-- GcT

 

 

 

Edited by Gary c Tesser

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Guest Katydid:

As soon as practicable, you should get a copy of the 11th edition of Robert's Rules of Order Newly Revised<== click there to see what the cover looks like.

A motion to dissolve an organization is equivalent to a motion to rescind the entire bylaws of the organization, and so is subject to all the same rules as any other amendment or revision of the bylaws, including any previous notice requirements, balloting procedures, vote thresholds, etc., set forth in the bylaws providing for their own amendment.

It sounds like you got a favorable ruling that the attempt was null and void, and that's good, but legal advice on how your state's statutes and regulations might affect your situation are beyond the scope of this forum.  If the other side is getting legal representation, your side probably ought to start shopping.  Remember that your side is the guild, and the other side is individuals, so without kowledge of the financial situation of either side, I would guess you're on firmer ground.

Beyond that, I concur with everything Gary (the other one) said.

 

Edited by Gary Novosielski

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11 hours ago, Guest Katydid said:

Were they out of order to bring that to a meeting unannounced?

Your bylaws should contain the rules for amending your bylaws, including the requirement for notice. If the notice requirement was not complied with, then yes, the motion is out of order and null and void.

11 hours ago, Guest Katydid said:

Are my references correct as to why they can't do that?

Well, you’re referencing a very old edition of Robert’s Rules of Order, but it is still correct that rules which protect absentees (such as rules requiring previous notice) cannot be suspended, and violating such a rule constitutes a continuing breach.

Any questions regarding Missouri law are beyond the scope of this forum and should be addressed to a lawyer.

11 hours ago, Guest Katydid said:

Am I the only one who sees the wording on the ballot is clearly biased?

I haven’t seen the wording, but since whether wording on a ballot is “biased” is not a question RONR addresses anyway, that is probably just as well.

11 hours ago, Guest Katydid said:

Since to Point of Order ruling went unchallenged isn't everything else moot?

What exactly is the “everything else” you are referring to here? If you are asking about the legal challenge which may be forthcoming, you need to consult a lawyer.

Edited by Josh Martin

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Guest katydid, I'm not sure if any of us can add to the answers that have already been provided, but if you will quote to us exactly what your bylaws say about how to amend them, we might be able to provide a little more advice. Please quote the bylaw provision regarding amendments and notice exactly, verbatim. Do not paraphrase.

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Thanks everyone. I didn't realize the ballot file was too big and did not upload...I will try that again.  Does Roberts Rule of order not say anything about contents of a ballot?

and can I go back a step and take out about the lawyer.  I realize that is a different ballgame and that may or may not even happen.

I am trying to determine what when right and what went wrong here, or how this could even happen.  It does not seem like a few disgruntled members can come in a meting without notice of their plan and before the night is over have there is a ballot to Dissolve the guild and the money designated to other groups they are part of.

I will go find then post the bylaw section requested

Thank you

ballot.pdf

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Amendments to the bylaw provision:

ARTICLE XV – AMENDMENTS TO BYLAWS

Section 1. After approval by a majority of the Board or by written request of ten percent (10%) of the membership, proposed amendments shall be distributed to the membership at least thirty (30) days prior to the meeting or scheduled vote.

Section 2. Members shall vote by ballot. Voting instructions shall be included with the ballot and failure to comply with the instructions shall render the ballot invalid. Adoption of changes is by two-thirds (2/3) of the members voting.


So it does not say anything about notice, nor how/when the ballots will be prepared.  Does RONR say anything about this?  Something about Fair and Reasonable maybe?

 

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Also I found this in your forum from 2015. - I think it still holds valid for my argument

Question
I found this section in the 4th edition.  Is it still valid in the 11th edition?  Is so please cite the Chapter and Page.  Many thanks.  Nancy

47. Votes that are Null and Void even if Unanimous. No motion is in order that conflicts with the laws of the nation, or state, or with the assembly's constitution or by-laws, and if such a motion is adopted, even by a unanimous vote, it is null and void.

 

Answer
RONR/11th Ed.  pp. 110 & p. 343.

Note the (relatively substantial) difference:  Your 4th Ed. cite refers to "the laws of the nation" &c.; The 11th refers to procedural rules in the laws

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Just now, katydid said:

Amendments to the bylaw provision:

ARTICLE XV – AMENDMENTS TO BYLAWS

Section 1. After approval by a majority of the Board or by written request of ten percent (10%) of the membership, proposed amendments shall be distributed to the membership at least thirty (30) days prior to the meeting or scheduled vote.

Section 2. Members shall vote by ballot. Voting instructions shall be included with the ballot and failure to comply with the instructions shall render the ballot invalid. Adoption of changes is by two-thirds (2/3) of the members voting.


So it does not say anything about notice, nor how/when the ballots will be prepared.  Does RONR say anything about this?  Something about Fair and Reasonable maybe?

 

There is nothing about how a ballot of this type should be written. Unless your bylaws (or applicable statute) permit a vote by mail or e-mail voting, the vote is void.

 

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Guest Who's Coming to Dinner
53 minutes ago, katydid said:

So it does not say anything about notice, nor how/when the ballots will be prepared.  Does RONR say anything about this?  Something about Fair and Reasonable maybe?

Your guild will have to decide what is proper under its own bylaws. As far as I can see, ballots must be distributed immediately upon "approval by a majority of the Board or by written request of ten percent of the membership." The form of the ballot is up to you.

Since a motion to dissolve is a form of bylaws amendment, it is subject to your Article XV provisions. A majority of members at a general meeting are not empowered to cause an amendment ballot to be sent under your article.

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2 minutes ago, Guest Who's Coming to Dinner said:

Your guild will have to decide what is proper under its own bylaws. As far as I can see, ballots must be distributed immediately upon "approval by a majority of the Board or by written request of ten percent of the membership." The form of the ballot is up to you.

Since a motion to dissolve is a form of bylaws amendment, it is subject to your Article XV provisions. A majority of members at a general meeting are not empowered to cause an amendment ballot to be sent under your article.

It is my understanding that the guild has 40 members.  20 members were in attendance at the meeting and four of them signed the petition.  That is ten percent of the total guild membership if I am understanding the situation.

Note: upon re-reading the initial post, Katydid did not actually say the guild has 40 members, but said that 4 members is ten percent of the membership.  So, I'm assuming the guild has somewhere between 31 and 40 members.  Any number in that range would require the signatures of four members.

It might help if we can be told exactly how many members the guild has (or how many it had at the date of the meeting).  If the guild had 41 members, five signatures would be required, as four signatures is less than ten percent of 41.

N

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We have 40 members ... I was guessing at the number of the people at the meeting.  Approx 20 and 12 people signed the scrap of paper that was distributed voting yes, there should be a vote to dissolve. 

Does that constitute 'written request'?  or does 'A majority of members at a general meeting are not empowered to cause an amendment ballot to be sent under your article. '

And again.. at a special meeting after this to discuss this issue a Point of Order was called and went unchallenged staying the ballot was null and void.  Can they have any argument now to try to get the ballot bake in? (short of getting a lawyer?)

The president sent out notice to everyone that the ballot was ruled null and void.

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Katydid, it is also important to know exactly what the wording was on the written petition/request for a bylaw amendment that was signed by the four members.  Others might disagree, but the way I read your rules, the proposed amendment as circulated on the ballot must be the same language as was on the petition/request.  I read your bylaws to say that the proposed language must first be approved by the board or by ten percent of the members. 

I also wonder where the language for the second and third items on the ballot came from.  Were they... or at least the second one... also on the written petition/request?  

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there was no written petition request.  They just popped up at the meeting and made a motion that a ballot go out to dissolve the guild.  They said they needed 10% of the membership to agree and passed out scraps of paper to vote yes or no.  Since they got more than 10% they started passing out the ballots and that night mailed them to all members.

The part 2 of the ballot was to allow them to keep control of the process IF it was passed to dissolve.  The 3 part was so they can control where the money in our treasury would go.  July 1st starts a new FY and new officers.

Even if it is NOT something in RONR, as intelligent aspiring parliamentarians you have knowledge of what is considered Fair and Reasonable.  Look at the first item on that ballot asking for a yes or no on whether to dissolve the guild 'now'.  In your own personal view do you agree that this totally biased toward getting a yes vote.  Have you ever seen a ballot where an argument to persuade a particular vote is included in the question??

And just an FYI, I had a PowerPoint presentation at the special meeting to discuss all of this totally disproving their claims about Financial issues. It did nothing to change their minds because they want the money in our bank account.

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2 hours ago, katydid said:

Does Roberts Rule of order not say anything about contents of a ballot?

No, RONR has nothing to say about the contents of a ballot.

2 hours ago, katydid said:

Section 1. After approval by a majority of the Board or by written request of ten percent (10%) of the membership, proposed amendments shall be distributed to the membership at least thirty (30) days prior to the meeting or scheduled vote.

Based on this, it seems fairly clear that sufficient notice was not provided in the current situation and, as a result, the vote is null and void.

2 hours ago, katydid said:

So it does not say anything about notice

Sure it does. It says that the proposed amendments shall be distributed to the membership at least 30 days prior to the meeting or scheduled vote.

2 hours ago, katydid said:

Does RONR say anything about this?  Something about Fair and Reasonable maybe?

RONR has rules for how much notice is required if the bylaws are silent on their amendment, but your bylaws are not silent on this subject.

2 hours ago, katydid said:

Also I found this in your forum from 2015. - I think it still holds valid for my argument

Question
I found this section in the 4th edition.  Is it still valid in the 11th edition?  Is so please cite the Chapter and Page.  Many thanks.  Nancy

47. Votes that are Null and Void even if Unanimous. No motion is in order that conflicts with the laws of the nation, or state, or with the assembly's constitution or by-laws, and if such a motion is adopted, even by a unanimous vote, it is null and void.

No, this has no application to your situation. The motion itself (to dissolve) does not conflict with the bylaws. Instead, it was the process that conflicts - the fact that proper notice was not provided. The equivalent statement of this rule in the 11th edition clarifies that this rule pertains only to main motions, although that distinction does not matter here. The applicable citation in the 4th edition is in the same section, but is a bit further on:

”Rules that protect absentees cannot be suspended informally by general consent, or formally by a unanimous vote, as the absentees have not given their consent. For instance, a rule requiring the giving of a specified notice of certain motions, as an amendment of the by-laws, cannot be suspended by general consent or by a unanimous vote.”

The same rule can be found on pgs. 263-264 of the 11th edition.

1 hour ago, Guest Who's Coming to Dinner said:

Your guild will have to decide what is proper under its own bylaws. As far as I can see, ballots must be distributed immediately upon "approval by a majority of the Board or by written request of ten percent of the membership." The form of the ballot is up to you.

Where do you get the idea that ballots must be distributed immediately upon the board receiving such a request? The rule appears to refer to 30 days notice of the amendments being provided.

1 hour ago, katydid said:

Does that constitute 'written request'?  or does 'A majority of members at a general meeting are not empowered to cause an amendment ballot to be sent under your article. '

What your bylaws provide is that “After approval by a majority of the Board or by written request of ten percent (10%) of the membership, proposed amendments shall be distributed to the membership at least thirty (30) days prior to the meeting or scheduled vote.” This doesn’t appear to match what happened.

1 hour ago, katydid said:

And again.. at a special meeting after this to discuss this issue a Point of Order was called and went unchallenged staying the ballot was null and void.  Can they have any argument now to try to get the ballot bake in? (short of getting a lawyer?)

I do not think they have any parliamentary argument to “get the ballot back in,” and there does not seem to be any point in doing so. The members should simply send a petition in writing to the board, as your bylaws require, at which point your board can provide the required notice. There will then be no question as to whether the ballot is valid.

1 hour ago, katydid said:

Even if it is NOT something in RONR, as intelligent aspiring parliamentarians you have knowledge of what is considered Fair and Reasonable.  Look at the first item on that ballot asking for a yes or no on whether to dissolve the guild 'now'.  In your own personal view do you agree that this totally biased toward getting a yes vote. 

The purpose of this forum is to discuss the proper application of the rules contained within Robert’s Rules of Order Newly Revised, not to discuss the personal opinions of this forum’s members regarding whether the wording on a ballot “is totally biased toward getting a yes vote.” Additionally, I would note that the fact that the ballot is or is not “totally biased” has no effect on the validity of the vote. This is not to say that a ballot which is “totally biased” should be used, but if this nevertheless occurs, this fact alone is not sufficient to invalidate the ballot. So the answer to this question is irrelevant.

1 hour ago, katydid said:

Have you ever seen a ballot where an argument to persuade a particular vote is included in the question??

Yes.

I would also note that it still has not been clarified whether the organization’s bylaws actually authorize voting by mail or email.

Edited by Josh Martin

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Sorry for asking the question outside of the purpose of this forum.  I have never seen such a thing as what was in this ballot and can't imagine anyone seeing this as fair...moving on,

Yes our bylaws do allow voting by mail and email.

Section 2. Voting by the general membership shall be by ballot. Each member in good standing with paid dues will be entitled to one vote. Votes may be solicited and submitted in person at a meeting, electronically via email, website or by mail. All ballots will be distributed thirty (30) days before the vote is taken. Voting instructions shall be included with the ballot, and failure to comply with the instructions shall render the ballot invalid. All votes submitted as directed on ballot will determine a quorum. The item voted on passes with a simple majority. Voting deadlines must follow any meeting in which the issues were discussed by at least seven (7) days.

The idea is to allow 30 for the voting process.  You get a ballot, you have 30 days to turn it in. This is to allow everyone the opportunity to learn all the details and plenty of time to make an informed decision.  The ballot deadline also can not be within 7 days of a meeting that the issue was discussed so that anyone not at that meeting would have time to learn what happened before voting.

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1 hour ago, Josh Martin said:

I do not think they have any parliamentary argument to “get the ballot back in,” and there does not seem to be any point in doing so. The members should simply send a petition in writing to the board, as your bylaws require, at which point your board can provide the required notice. There will then be no question as to whether the ballot is valid.

Thanks Josh.   This is not going to work for them so I don't wee this will happen.  There will be a new board and the voting will not be finished until after the new year (July 1st).  They will not have control of what happens to our treasury.  They are leaving the guild as of June 30...they just want to take our money with them.

I don't expect to be done with them yet...just trying to stay ahead of what they may try next.

 

Also: Does the guild have any options to keep them from rejoining next year if they try to?

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Katydid, do you ever vote on motions at meetings without also allowing email and mail ballots on the motion?   In other words, must each and every main motion be held open 30 days for mail ballots?   You can never make a binding decision on anything at a meeting?

Edited to add:  I understand allowing mail (and email) ballots on such things as bylaw amendments and elections.  But, requiring it on everything???  Is that really what you do?

Edited by Richard Brown
Added last paragraph

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Actually...it is.  We are a small quilt guild and until the last 2 years we didn't even have 'business' meetings at our regular meetings...just a quick report or two.  We are only required to have board meting twice a year.

Until this member that is trying to dissolve us came in no had even brought up Roberts Rule of Order.

Our ballots have been for election of officers, pass a budget, bylaw amendment's, to have a quilt show etc.

Usually we are just meeting so have a quilting program or sew for some charity project

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2 hours ago, katydid said:

Also: Does the guild have any options to keep them from rejoining next year if they try to?

What do your bylaws say regarding the qualifications and process for becoming a member?

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Section 2.  Members

  1. Membership in the HOMQ shall be obtained by written application and the payment of  the appropriate dues. The member’s completed application form shall be kept on file.  Dues shall not be refundable.

  2. Members in good standing shall be eligible to vote.  

  3. If a member’s dues are delinquent, the member’s status shall become inactive, and said member shall have no voting privileges.

  4. A member’s active status shall be reinstated upon application and payment of current dues.

  5. No person shall be discriminated against because of race, color, religion, age, national origin, sex, or handicap.

 

 

Edited by katydid

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10 hours ago, katydid said:

I am trying to determine what when right and what went wrong here, or how this could even happen.  It does not seem like a few disgruntled members can come in a meting without notice of their plan and before the night is over have there is a ballot to Dissolve the guild and the money designated to other groups they are part of.

No, they can't, but for some reason nobody jumped up and raised a Point of Order when it happened.  I guess nobody knew what they were and weren't allowed to do.  Now, we hope, they do know, and would immediately raise a point of order if it happened again.

That's important because in the vast majority of cases, a point of order must be raised at the time the breach of the rules occurs.  If none is raised, it becomes too late under the rule nicknamed "You snooze, you lose."

Fortunately this violation: lack of previous notice for a motion that requires it, is not one of those cases, and you were able to rectify the error after the fact.  That won't always be the case.  So if you see, or think you see, a rule being broken, raise a point of order sooner rather than later.   I don't understand why the chair did not nip this whole process in the bud when it first happened.

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