Annual Meeting

[Roman.76]

I am a member of a student organization that adheres to RRNR.  I have a few questions regarding an annual meeting.  Thanks for any help!

1) When should elections take place?  Our agenda typically looks like this:

CALL TO ORDER

ROLL CALL

INVOCATION

1.    ADOPTION OF AGENDA

2.    APPROVAL OF MINUTES

3.    REPORTS OF OFFICERS

4.    REPORTS OF STANDING COMMITTEES

5.    REPORTS OF SPECIAL COMMITTEES

6.    SPECIAL ORDERS

7.    UNFINISHED BUSINESS AND GENERAL ORDERS

7.    NEW BUSINESS

8.    OFFICER’S OPEN FORUM

9.    ANNOUNCEMENTS

ADJOURNMENT

2) What is the quorum required for the meeting?  All middle and high school students have the right to participate.  So, is it a quorum of the number of middle and high school students or is it still a quorum of the Council?

 

Here are sections from Article V. Meetings of the Constitution and Bylaws for reference:

Section 5.2 - Annual Meetings.  The regular meeting on the second Tuesday in May shall be known as the annual meeting.  The purpose of the meeting shall be to elect officers for the next school year, to receive reports of officers and committees, and for any other business that may arise.  All HCHSA middle school and high school students shall have the right to participate in annual meetings.

Section 5.4 - Quorum.  A majority of the Council’s membership shall constitute a quorum.

[Joshua Katz]

12 minutes ago, Roman.76 said:

1) When should elections take place?  Our agenda typically looks like this:

 

The text that follows this is an order of business, not an agenda. It also deviates from RONR's order of business in minor ways. If you are going to, as the order of business indicates, adopt an agenda, you can place elections where you'd like. Make sure you pay attention, though, to what your bylaws say about when the newly elected officers take office, and set the agenda accordingly. If you are not adopting an agenda, the election is new business.

14 minutes ago, Roman.76 said:

2) What is the quorum required for the meeting?  All middle and high school students have the right to participate.  So, is it a quorum of the number of middle and high school students or is it still a quorum of the Council?

 

If your bylaws were completely silent, the reasoning would be as follows. RONR defines member as one with the unrestricted right to participate. All students have this right, so all students are members. RONR sets quorum at a majority of the members, so that's the quorum. Your bylaws do say something, though - but it's potentially ambiguous whether they are referring to the annual meeting, or to council meetings. What do 5.1 and 5.3 discuss? If there is genuine ambiguity (I personally lean towards saying that 5.4, unless I see something that indicates otherwise, pretty clearly refers to council meetings), one tool for resolving the ambiguity is to note that 5.4 is not needed if it refers to council meetings - it simply repeats something in your parliamentary authority. Interpretations which do not make bylaws redundant are preferred, so you might rely on this IF interpretation is needed - but if it is, then only your organization can do it, and my personal opinion is worth the paper it's printed on (note that it is being transmitted digitally, and hence no paper is involved). As I said, it doesn't look terribly ambiguous to me, but knowing what 5.1 and 5.3 are about might help. 

[Roman.76]

13 minutes ago, Joshua Katz said:

The text that follows this is an order of business, not an agenda.

You're right, the list of items is the order of business, but they make up the agenda.

10 minutes ago, Joshua Katz said:

As I said, it doesn't look terribly ambiguous to me, but knowing what 5.1 and 5.3 are about might help. 

Here are sections 5.1 - 5.4:

Article V.  Meetings

Section 5.1 - Regular Meetings.  Regular meetings shall be held on the second and fourth Tuesday of each month at 12:30 p.m. from September to May of the following year inclusive unless otherwise ordered by the Council.

Section 5.2 - Annual Meetings.  The regular meeting on the second Tuesday in May shall be known as the annual meeting.  The purpose of the meeting shall be to elect officers for the next school year, to receive reports of officers and committees, and for any other business that may arise.  All HCHSA middle school and high school students shall have the right to participate in annual meetings.

Section 5.3 - Special Meetings.  Special meetings may be called by the president or upon a written request of three Council members.  The purpose of the meeting shall be stated in the notice.

Section 5.4 - Quorum.  A majority of the Council’s membership shall constitute a quorum.

[Joshua Katz]

2 minutes ago, Roman.76 said:

You're right, the list of items is the order of business, but they make up the agenda.

21 minutes ago, Joshua Katz said:

Either I don't know what you mean, or your organization (as is quite common) is using these terms incorrectly.

2 minutes ago, Roman.76 said:

Here are sections 5.1 - 5.4:

 

Hmm. Now I'm confused about another issue - what about these regular meetings? 5.2 specifies who meets at the annual meeting, but the bylaws do not say who is meeting at the regular meetings. From the language, my guess would be the general membership - i.e. all the students - but then, why does 5.2 specify that and not 5.1? I'm not sure what to do with that. Is there another section of the bylaws for council meetings? (I'm guessing not, but one can always hope.) If not, I think you have some ambiguities in your bylaws after all - in particular, whether this entire Article is about council meetings except 5.2, or if the whole thing is about general meetings. I can't tell, and I think it would involve understanding article 5 in context, i.e. knowing all your bylaws, which puts it beyond the scope of this forum. You can consult a local parliamentarian to help you interpret your bylaws (although, again, they can only help - the organization itself needs to make the real determination). Or your organization can brave it, armed with the section in RONR titled "General Principles of Bylaw Interpretation," (which are a few of the common-law canons of construction, shorn of their Latin names). 

Does it matter - i.e. do you typically get turnout of less than a majority of the students? (My guess is yes, but it never hurts to ask.)

[Roman.76]

4 minutes ago, Joshua Katz said:

Hmm. Now I'm confused about another issue - what about these regular meetings? 5.2 specifies who meets at the annual meeting, but the bylaws do not say who is meeting at the regular meetings. From the language, my guess would be the general membership - i.e. all the students - but then, why does 5.2 specify that and not 5.1? I'm not sure what to do with that. Is there another section of the bylaws for council meetings? (I'm guessing not, but one can always hope.) If not, I think you have some ambiguities in your bylaws after all - in particular, whether this entire Article is about council meetings except 5.2, or if the whole thing is about general meetings. I can't tell, and I think it would involve understanding article 5 in context, i.e. knowing all your bylaws, which puts it beyond the scope of this forum. You can consult a local parliamentarian to help you interpret your bylaws (although, again, they can only help - the organization itself needs to make the real determination). Or your organization can brave it, armed with the section in RONR titled "General Principles of Bylaw Interpretation," (which are a few of the common-law canons of construction, shorn of their Latin names). 

Does it matter - i.e. do you typically get turnout of less than a majority of the students? (My guess is yes, but it never hurts to ask.)

Only the Student Council members are allowed to participate as a member during regular/special meetings.  Our Association members consists of adults and students (grades K-12).  The Association has a Board of Directors which consists of the parents.  The Board created the Student Council.  The reason sec. 5.2 specifies who can participate during annual meetings is to provide a grade limit.

We always have a quorum of the Council members present at meetings.  I am just curious if we have an annual meeting, does that now expand the number for a quorum because now there are more students participating?

[Joshua Katz]

3 minutes ago, Roman.76 said:

Only the Student Council members are allowed to participate as a member during regular/special meetings.  Our Association members consists of adults and students (grades K-12).  The Association has a Board of Directors which consists of the parents.  The Board created the Student Council.  The reason sec. 5.2 specifies who can participate during annual meetings is to provide a grade limit.

 We always have a quorum of the Council members present at meetings.  I am just curious if we have an annual meeting, does that now expand the number for a quorum because now there are more students participating?

I'm not sure how to get the first paragraph out of the bylaws, but I'll assume it appears somewhere else - in a bylaw I didn't see, in a superior document, etc. So let's assume that all is well, and now this question about the annual meeting arises.

I think, unfortunately, I'm back where I started, in that seeing the rest of Article 5 didn't really help me, but I now think it is more ambiguous than I did previously. The question is whether 5.4 modifies 5.2. In my personal opinion, it does not, because the least-absurd interpretation is that it refers to Council meetings. However, I can see the argument that it does, since if it refers to Council meetings, it is redundant. But, again, my personal opinion isn't very important.

Ultimately, I think this ambiguity has two potential causes (and both can be true). First, it is not clear to me that your bylaws match your organization's practice and structure - i.e. I'm not confident someone with no experience in your organization could pick them up and understand how it works. Second, the way Article 5 is written is particularly confusing and should be amended (in my opinion) because it switches between meeting types without saying what it is doing - apparently, 5.1 and 5.3 reference Council meetings, and 5.2 a meeting of a different body, but 5.1 and 5.3 don't say so. Once the bylaws are equivocating, I don't think anyone can say with certainty which one 5.4 is about.

[Atul Kapur]

1 hour ago, Roman.76 said:

1) When should elections take place?

You should hold your elections under Special Orders. RONR (quotation below) says you may do this and it's better to hold them as early as possible in the meeting in case there's any issues that require you to hold another round(s) of ballots, as noted on page 439.

"Matters that the bylaws require to be considered at a particular meeting, such as the nomination and election of officers, may be regarded as special orders for the meeting and be considered under the heading of Special Orders in the order of business." (RONR 11th ed., p. 357)

[Joshua Katz]

9 minutes ago, Atul Kapur said:

You should hold your elections under Special Orders. RONR (quotation below) says you may do this and it's better to hold them as early as possible in the meeting in case there's any issues that require you to hold another round(s) of ballots, as noted on page 439.

 

Good catch, thanks.

[Richard Brown]

Atul beat me to it. I was just about to say that the elections are a special order of business if the bylaws specify that they should take place at a certain meeting, such as the annual meeting. So, the elections would come up at the appropriate place in the order of business for special orders, prior to new business. 

[Josh Martin]

2 hours ago, Roman.76 said:

Section 5.2 - Annual Meetings.  The regular meeting on the second Tuesday in May shall be known as the annual meeting.  The purpose of the meeting shall be to elect officers for the next school year, to receive reports of officers and committees, and for any other business that may arise.  All HCHSA middle school and high school students shall have the right to participate in annual meetings.

 Section 5.4 - Quorum.  A majority of the Council’s membership shall constitute a quorum.

 

1 hour ago, Roman.76 said:

We always have a quorum of the Council members present at meetings.  I am just curious if we have an annual meeting, does that now expand the number for a quorum because now there are more students participating?

It seems to me that Section 5.4 applies to council meetings, and that the annual meetings are clearly meetings of the full student body (or at least the specified grades), not meetings of the council. So I don’t think Section 5.4 applies to the annual meetings. 

Since the bylaws are therefore silent regarding the quorum for annual meetings, RONR is controlling, and I think these provisions are relevant when the membership is defined as “All HCHSA middle school and high school students.”

“In organizations such as many churches or some societies in which there are no required or effective annual dues and the register of members is not generally reliable as a list of the bona-fide members, the quorum at any regular or properly called meeting consists of those who attend.” (RONR, 11th ed., pg. 346)

”In a mass meeting, or in a regular or properly called meeting of an organization whose bylaws do not prescribe a quorum and whose membership is loosely determined (as, for example, in many church congregations or alumni associations), there is no minimum number of members who must be present for the valid transaction of business, or—as it is usually expressed—the quorum consists of those who attend the meeting.” (RONR, 11th ed., pg. 21)

[Joshua Katz]

But Mr. Martin, just how are the students at two particular schools loosely defined or indefinite? I'm sure the Principal checks attendance daily, and therefore has a register of students.

[Atul Kapur]

@Roman.76, normally do all the students vote on the election of officers, or just the members of Council? In other words, how has your organization interpreted what "participate" means? That will provide useful information when your organization goes to interpret whether the annual meeting is a meeting of Council or of all the students.

[Roman.76]

1 hour ago, Atul Kapur said:

You should hold your elections under Special Orders. RONR (quotation below) says you may do this and it's better to hold them as early as possible in the meeting in case there's any issues that require you to hold another round(s) of ballots, as noted on page 439.

"Matters that the bylaws require to be considered at a particular meeting, such as the nomination and election of officers, may be regarded as special orders for the meeting and be considered under the heading of Special Orders in the order of business." (RONR 11th ed., p. 357)

1 hour ago, Richard Brown said:

Atul beat me to it. I was just about to say that the elections are a special order of business if the bylaws specify that they should take place at a certain meeting, such as the annual meeting. So, the elections would come up at the appropriate place in the order of business for special orders, prior to new business. 

Thank you for that clarification!

47 minutes ago, Josh Martin said:

 

It seems to me that Section 5.4 applies to council meetings, and that the annual meetings are clearly meetings of the full student body (or at least the specified grades), not meetings of the council. So I don’t think Section 5.4 applies to the annual meetings. 

Since the bylaws are therefore silent regarding the quorum for annual meetings, RONR is controlling, and I think these provisions are relevant when the membership is defined as “All HCHSA middle school and high school students.”

“In organizations such as many churches or some societies in which there are no required or effective annual dues and the register of members is not generally reliable as a list of the bona-fide members, the quorum at any regular or properly called meeting consists of those who attend.” (RONR, 11th ed., pg. 346)

”In a mass meeting, or in a regular or properly called meeting of an organization whose bylaws do not prescribe a quorum and whose membership is loosely determined (as, for example, in many church congregations or alumni associations), there is no minimum number of members who must be present for the valid transaction of business, or—as it is usually expressed—the quorum consists of those who attend the meeting.” (RONR, 11th ed., pg. 21)

So do you believe that the quorum consists of those who attend the meeting?

12 minutes ago, Atul Kapur said:

@Roman.76, normally do all the students vote on the election of officers, or just the members of Council? In other words, how has your organization interpreted what "participate" means? That will provide useful information when your organization goes to interpret whether the annual meeting is a meeting of Council or of all the students.

Previously, all middle and high school students vote to elect officers.  This is also provided in our Constitution and Bylaws (quoted below).

"Section 3.3 - Voting.  Following speeches, officers shall be elected by ballot unless there is only one candidate in which case the candidate shall be elected by viva-voce.  All HCHSA middle and high school students shall have the right to vote in elections.  The nominee receiving the majority votes will be elected into office."

[Guest Zev]

It appears as though "the Association has a Board of Directors which consists of the parents" and this "Board created the Student Council". I am going to guess that the Student Council is a type of "House of Representatives" for the students that conducts its own meetings and brings up subjects and concerns that affect them. The decisions of the Student Council are then passed to the Board of Directors that represents the interests of the school and makes the final determination as to the concerns of the Student Council as expressed by their resolutions. Is all this accurate? If not, would you please clarify.

[Atul Kapur]

2 hours ago, Roman.76 said:

Previously, all middle and high school students vote to elect officers.  This is also provided in our Constitution and Bylaws (quoted below).

"Section 3.3 - Voting.  Following speeches, officers shall be elected by ballot unless there is only one candidate in which case the candidate shall be elected by viva-voce.  All HCHSA middle and high school students shall have the right to vote in elections.  The nominee receiving the majority votes will be elected into office."

In that case, it seems like the Annual Meeting is a meeting of all the students. Then quorum is a majority of all the students. It would be worthwhile to clarify your bylaws as you appear to have mixed Council meetings and the Annual meeting of all the students in one Article.

I do not think that the student body can be considered one "whose membership is loosely determined". You know who's registered as a middle or high school student at HCHSA, right? Then that's your membership list.

Edited March 28, 2019 at 04:50 AM by Atul Kapur
did it before anyone noticed

[Roman.76]

1 hour ago, Atul Kapur said:

In that case, it seems like the Annual Meeting is a meeting of all the students. Then quorum is a majority of all the students. It would be worthwhile to clarify your bylaws as you appear to have mixed Council meetings and the Annual meeting of all the students in one Article.

I do not think that the student body can be considered one "whose membership is loosely determined". You know who's registered as a middle or high school student at HCHSA, right? Then that's your membership list.

Great!  Thank you for providing me with your thoughts!  How would you recommend the bylaws be clarified?  I'm open to all suggestions to make it easier moving forward.

[Atul Kapur]

Well, Article V lumps  together all the meetings: the bi-monthly Council meetings and the annual meeting of all the middle and high school students. They should be explicitly identified, so that we do not have the confusion that led to your original post.

While you are doing that, you will probably want to set a smaller quorum for the annual meeting than a majority of members.

[Josh Martin]

14 hours ago, Joshua Katz said:

But Mr. Martin, just how are the students at two particular schools loosely defined or indefinite? I'm sure the Principal checks attendance daily, and therefore has a register of students.

No doubt the school has a record of such matters, but the organization itself presumably has no such records. Additionally, the members have no effective dues or other obligations in regard to the organization, and quite likely (in most cases) no awareness of their membership. So I think this is an organization in which “which there are no required or effective annual dues and the register of members is not generally reliable as a list of the bona-fide members.”

I assume colleges also have records of alumni, but yet such organizations are explicitly listed as an example of an organization whose membership is “loosely determined” and such have no minimum number of members required for attendance.

13 hours ago, Roman.76 said:

So do you believe that the quorum consists of those who attend the meeting?

Yes.

Edited March 28, 2019 at 04:38 PM by Josh Martin

[Atul Kapur]

Just because the register of members is held by the school itself doesn't make it unreliable. I suggest that the "real membership can be accurately determined at any time" by consulting the school records. (p. 21).

As a practical experiment, why don't you and I go to Roman.76's annual meeting and see if they can reliably determine if we're members or not?

[Guest Zev]

Mr. M and Mr. K sneaking into the meeting as-if they were high school students? I would join you but first lets stop by the local police office and let them know what were are up to!

[Josh Martin]

4 hours ago, Atul Kapur said:

Just because the register of members is held by the school itself doesn't make it unreliable. I suggest that the "real membership can be accurately determined at any time" by consulting the school records. (p. 21).

The full sentence in question provides “In the absence of such a provision in a society or assembly whose real membership can be accurately determined at any time—that is, in a body having an enrolled membership composed only of persons who maintain their status as members in a prescribed manner—the quorum is a majority of the entire membership, by the common parliamentary law.” (RONR, 11th ed., pg. 21)

I am not certain that an organization which defines its members solely on the basis of some other status (such as persons who are, or were, students at a particular school, or persons who live in a particular geographical area) is a society with “an enrolled membership composed only of persons who maintain their status as members in a prescribed manner,” even although some other body may well keep reliable records of the persons with that status.

Finally, even if the students are considered to be “enrolled members” of the student association, even although they do not need to take any action to obtain or maintain membership in the student association (other than to maintain their status as a student), and may not even be aware of the existence of the student association or their membership within it, the school’s enrollment records can only be considered a reliable record of membership in the student association if the officers of the student association have access to those records, and it is not clear whether this is the case.

4 hours ago, Atul Kapur said:

As a practical experiment, why don't you and I go to Roman.76's annual meeting and see if they can reliably determine if we're members or not?

Yes, I think it is correct that they could probably determine that we are not members of a high school student association, although I am not sure this really says anything about the reliability of their records generally.

Edited March 28, 2019 at 10:24 PM by Josh Martin

[Roman.76]

What specific wording would you recommend to amend the bylaws so it makes more sense?  I would like to propose an amendment prior to the annual meeting so there is not confusion.  Thanks!

ARTICLE V.  MEETINGS

Section 5.1 - Regular Meetings.  Regular meetings shall be held on the second and fourth Tuesday of each month at 12:30 p.m. from September to May of the following year inclusive unless otherwise ordered by the Council.

Section 5.2 - Annual Meetings.  The regular meeting on the second Tuesday in May shall be known as the annual meeting.  The purpose of the meeting shall be to elect officers for the next school year, to receive reports of officers and committees, and for any other business that may arise.  All HCHSA middle school and high school students shall have the right to participate in annual meetings.

Section 5.3 - Special Meetings.  Special meetings may be called by the president or upon a written request of three Council members.  The purpose of the meeting shall be stated in the notice.

Section 5.4 - Quorum.  A majority of the Council’s membership shall constitute a quorum.

[Atul Kapur]

Well, it sounds like Regular and Special. Meetings are meetings of Council, while the Annual meeting is a meeting of the Entire student body. If that is true:

For 5.1 and 5.3 insert the words "of Council" after each occurrance of "Regular meeting" or "Special meeting" (once each in the Section Title and once in the text).

For 5.2 you strike "known as the annual meeting" And insert "replaced by the Annual meeting of members"

There are other ways to do it, but this clarifies what you are doing and brings it in line with what I believe you are currently doing. 

And don't forget to add a sentence setting quorum for the Annual meeting. You could add the sentence at the end of 5.2 or 5.4. I'd probably add it to 5.4.