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(1) The concept of a proviso appears in RONR clearly in the context adjusting the time at which a bylaw amendment becomes effective (p. 597). Page 398 hints that it could be used more generally, as perhaps does tinted page 22.

Would you agree that its use is not limited to bylaws (and perhaps other types of rules), nor to the time something is effective?

For example, assume an important main motion is pending and a member fears the meeting may end with it still pending.  The member would like an adjourned meeting, but only if the motion is still pending at adjournment.  Can the member "move that when this meeting adjourns, it adjourn to meet Tuesday at 7 PM if the pending motion is still pending when this meeting adjourns."

Or "... with the proviso that the adjourned meeting be held only if the pending motion is not disposed of before this meeting adjourns."

(2) Also, suppose an adjourned meeting was set for Tuesday due to expectations it would be needed, but with no such proviso as above, and with no business postponed or scheduled for it.  If the current meeting completes its business (i.e. no one responds to "is there any further new business"), is the adjourned meeting thereby automatically cancelled, just as the current meeting is automatically subject to adjourning without a motion to adjourn?  Assume no one thinks to rescind the motion establishing an adjourned meeting.  Must the adjourned meeting be held, and supposing the officers and most members assumed it was automatically cancelled, could a quorum-sized faction meet and conduct new business in the name of the whole organization?

(3) Can provisos be used with bylaw amendments to "sunset" a provision?  E.g., "Amend bylaw article _ section _ by adding xxxx, with the proviso that this provision be automatically struck on January 1, 2020."

Thanks in advance for your insights!

 

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1)  I agree with your conclusion -- and note that your suggested uses are consistent with the usual meaning of the word 'proviso' -- i.e., putting a condition or qualification in a contract or agreement so that the specified action will happen only when that condition or qualification is satisfied.  But note also that this common meaning is different than the sense the word is used by RONR.  In your examples, the proviso is actually a part of the main motion and the substantive matter and proviso would ordinarily be voted on together.  In RONR, the proviso is a separate element -- purely an artifice that allows you to adopt a bylaw amendment without the language of the proviso becoming a part of the bylaws itself..  

2)  I believe there was a parliamentary opinion several years ago that addressed this issue.  I think it was an AIP opinion, not NAP, but I am unable to locate it at the moment.  If I recall correctly, the adjourned meeting is not held.  This is because an adjourned meeting takes up its work "at the point where it [the first meeting] was interrupted in the order of business or in the consideration of the question that was postponed to the adjourned meeting." [RONR 11th, p 94 ll. 11-14].  If the current meeting adjourns with all business having been completed there is no interrupted business to take up; similarly there is no postponed business.   

3) I see no reason, logically, why a proviso cannot be used for such a purpose and I have seen it used that way many times. But RONR is a little unclear.  "The incidental motion to create a proviso, like the corresponding subsidiary motion to create a proviso by amending a motion's enacting words... "[RONR 11th, p 398 ll. 27-31; emphasis added.]   This equating the incidental form to its corresponding subsidiary motion suggests that the purpose of a proviso is simply to put condition's on a motion's "enacting" provisions -- i.e., how and when it becomes effective.  But as you note, fn. 7 on tinted page 23, states that a proviso can be made as a main motion, as an amendment to enacting words, or as an incidental motion. [Again, my emphasis.] This indicates that a proviso can can be used for purposes other than determining the conditions for enactment.

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9 hours ago, paulmcclintock said:

(1) The concept of a proviso appears in RONR clearly in the context adjusting the time at which a bylaw amendment becomes effective (p. 597). Page 398 hints that it could be used more generally, as perhaps does tinted page 22.

Would you agree that its use is not limited to bylaws (and perhaps other types of rules), nor to the time something is effective?

For example, assume an important main motion is pending and a member fears the meeting may end with it still pending.  The member would like an adjourned meeting, but only if the motion is still pending at adjournment.  Can the member "move that when this meeting adjourns, it adjourn to meet Tuesday at 7 PM if the pending motion is still pending when this meeting adjourns."

Or "... with the proviso that the adjourned meeting be held only if the pending motion is not disposed of before this meeting adjourns."

Although I agree that the use of provisos is not limited to motions to amend bylaws, I think the answer to your next two questions is no. As in the case of a motion to Adjourn, I would think a motion to Fix the Time to Which to Adjourn will lose its privileged status if qualified in any way, and hence will be out of order if made while another motion is pending.

9 hours ago, paulmcclintock said:

(2) Also, suppose an adjourned meeting was set for Tuesday due to expectations it would be needed, but with no such proviso as above, and with no business postponed or scheduled for it.  If the current meeting completes its business (i.e. no one responds to "is there any further new business"), is the adjourned meeting thereby automatically cancelled, just as the current meeting is automatically subject to adjourning without a motion to adjourn?  Assume no one thinks to rescind the motion establishing an adjourned meeting.  Must the adjourned meeting be held, and supposing the officers and most members assumed it was automatically cancelled, could a quorum-sized faction meet and conduct new business in the name of the whole organization?

I can find no basis for concluding that, if an adjourned meeting has been properly scheduled, it is automatically cancelled if the meeting at which it was scheduled adjourns at a time when it appears that there is no further business to conduct. For all I know, maybe there is some reason to believe that minutes should be approved before the next regular meeting. Or whatever. In any event, the assembly apparently thought that the decision to hold the adjourned meeting should not be reversed.

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14 hours ago, paulmcclintock said:

Would you agree that its use is not limited to bylaws (and perhaps other types of rules), nor to the time something is effective?

Yes to both.

14 hours ago, paulmcclintock said:

For example, assume an important main motion is pending and a member fears the meeting may end with it still pending.  The member would like an adjourned meeting, but only if the motion is still pending at adjournment.  Can the member "move that when this meeting adjourns, it adjourn to meet Tuesday at 7 PM if the pending motion is still pending when this meeting adjourns."

Or "... with the proviso that the adjourned meeting be held only if the pending motion is not disposed of before this meeting adjourns."

No, I don’t think the privileged motion to fix the time to which to adjourn can be qualified in this way.

In the circumstances you describe, the prudent course of action would seem to be for the member to move “that when this meeting adjourns, it adjourn to meet at Tuesday at 7 PM,” and if this is adopted and the pending main main motion is then disposed of, move to Reconsider the vote on the motion to establish the adjourned meeting.

14 hours ago, paulmcclintock said:

If the current meeting completes its business (i.e. no one responds to "is there any further new business"), is the adjourned meeting thereby automatically cancelled, just as the current meeting is automatically subject to adjourning without a motion to adjourn?

No, I do not think an adjourned meeting is “automatically canceled.” The proper course of action is a motion to Reconsider or Rescind/Amend Something Previously Adopted, depending on how (and how long ago) the adjourned meeting was scheduled. Alternatively, in the circumstance you describe (there is no known business to consider at the adjourned meeting), the chair could request unanimous consent to cancel the adjourned meeting, and presumably such consent will be easily obtained.

Indeed, when an adjourned meeting is scheduled, I don’t think it is even appropriate for the chairman to declare the meeting adjourned on his own initiative (at least not on the basis of no further business - there might be a scheduled time for adjournment). A member of the assembly could move to adjourn sine die, and if that is adopted, I think it is understood that any adjourned meetings are canceled.

14 hours ago, paulmcclintock said:

Must the adjourned meeting be held, and supposing the officers and most members assumed it was automatically cancelled, could a quorum-sized faction meet and conduct new business in the name of the whole organization?

Yes to both questions.

14 hours ago, paulmcclintock said:

(3) Can provisos be used with bylaw amendments to "sunset" a provision?  E.g., "Amend bylaw article _ section _ by adding xxxx, with the proviso that this provision be automatically struck on January 1, 2020."

Yes.

11 hours ago, smb said:

1)  I agree with your conclusion -- and note that your suggested uses are consistent with the usual meaning of the word 'proviso' -- i.e., putting a condition or qualification in a contract or agreement so that the specified action will happen only when that condition or qualification is satisfied.  But note also that this common meaning is different than the sense the word is used by RONR.  In your examples, the proviso is actually a part of the main motion and the substantive matter and proviso would ordinarily be voted on together.  In RONR, the proviso is a separate element -- purely an artifice that allows you to adopt a bylaw amendment without the language of the proviso becoming a part of the bylaws itself..  

I agree that a proviso may be used more broadly than for bylaws amendments relating to when and how a bylaw amendment shall take effect, but I don’t know that their use is unlimited. I am not certain a proviso can be used for a privileged motion, which is the situation in the example provided in Question 1.

11 hours ago, smb said:

2)  I believe there was a parliamentary opinion several years ago that addressed this issue.  I think it was an AIP opinion, not NAP, but I am unable to locate it at the moment.  If I recall correctly, the adjourned meeting is not held.  This is because an adjourned meeting takes up its work "at the point where it [the first meeting] was interrupted in the order of business or in the consideration of the question that was postponed to the adjourned meeting." [RONR 11th, p 94 ll. 11-14].  If the current meeting adjourns with all business having been completed there is no interrupted business to take up; similarly there is no postponed business.   

In my view, the words in question are a rather weak and technical point to hang this argument on. It seems to me that if the assembly orders that an adjourned meeting be held, it must be held, unless the assembly orders otherwise. If the meeting is held in the circumstances described, it seems to me it would start in New Business.

Edited by Josh Martin

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Guest Zev
6 hours ago, Josh Martin said:

In the circumstances you describe, the prudent course of action would seem to be for the member to move “that when this meeting adjourns, it adjourn to meet at Tuesday at 7 PM,” and if this is adopted and the pending main main motion is then disposed of, move to Reconsider the vote on the motion to establish the adjourned meeting.

Perhaps an alternative would be, "I request unanimous consent to move three motions, to wit: that when this meeting adjourns, it adjourn to meet at Tuesday at 7 PM; that the pending question be postponed to that meeting; and that we now adjourn."

13 hours ago, smb said:

 If the current meeting adjourns with all business having been completed there is no interrupted business to take up; similarly there is no postponed business.

We have had extensive discussions about this very subject in the past, and apparently I am the only person on this forum that believes that the presiding officer can declare such a meeting to be cancelled. However, he must understand that the assembly may have another opinion on this matter and be prepared to take some heat or even suffer some disciplinary measure as a result. The problem is which group is the one that has been inconvenienced the most: the group that expected the meeting to be held and it was not, or the group that expected it to be cancelled and later discovered it was held. Since this is a question about the internal politics of this society, I leave it to presiding officer to determine its best interests, and I leave it to the assembly to determine if he made the correct choice or not.

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10 minutes ago, Guest Zev said:

We have had extensive discussions about this very subject in the past, and apparently I am the only person on this forum that believes that the presiding officer can declare such a meeting to be cancelled.

Hmm, I dunno, maybe I agree, sort of. Cancelling an adjourned meeting is akin to adjourning a meeting - after all, it's not a new meeting, it's a continuation of this one. If we're in a position where the chair could declare the meeting adjourned, why can't the chair declare the meeting adjourned "without day" and thereby "cancel" the adjourned meeting?

Of course, as a matter of physics and reality, the mere fact that there's nothing anyone wants to move NOW doesn't mean there won't be something someone wants to move later - in fact, it's likely that the person who moved to set the time to which to adjourn has a reason for doing so (and plans on calling his friends and talking them into coming to the adjourned meeting - which is parallel to calling them and asking them to hurry on over to the meeting hall before the meeting adjourns so he can make his motion and get their votes, except much easier - maybe he even already found out when they're free and that's the time he moved to set the adjourned meeting - but do we want to encourage this?). But that's reality, not procedure. Procedurally, I have a hard time seeing why the power to adjourn a meeting doesn't imply the power to "cancel" an adjourned meeting in this sense. 

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1 hour ago, Guest Zev said:

Perhaps an alternative would be, "I request unanimous consent to move three motions, to wit: that when this meeting adjourns, it adjourn to meet at Tuesday at 7 PM; that the pending question be postponed to that meeting; and that we now adjourn."

Yes, it is permissible to combine these three motions through a suspension of the rules, and unanimous consent is certainly sufficient to suspend the rules.

I did not suggest this possibility as it does seem to meet the stated objective, which appears to have been to attempt to finish the pending main motion at the current meeting (rather than to immediately adjourn), but to ensure that an adjourned meeting was scheduled in the event that it was needed.

1 hour ago, Guest Zev said:

We have had extensive discussions about this very subject in the past, and apparently I am the only person on this forum that believes that the presiding officer can declare such a meeting to be cancelled.

On this very subject? I recall discussions regarding whether it was in order for the President/presiding officer/Board/etc. to cancel a meeting on the basis of such reasons as severe weather, because it was anticipated that a quorum would not be present, and/or because it was simply felt that a meeting was unnecessary. I do not recall this particular issue coming up in those discussions.

I continue to believe, however, that unless the organization’s rules provide otherwise, a meeting which is scheduled by resolution (as is the case here) may only be canceled by the assembly which adopted the resolution, and a meeting which is scheduled in the bylaws or other rules may be canceled only by amending those rules, unless of course the organization’s rules provide otherwise. Nothing in RONR authorizes the presiding officer or any other person to unilaterally cancel a meeting scheduled by the assembly or by the organization’s rules.

1 hour ago, Guest Zev said:

However, he must understand that the assembly may have another opinion on this matter and be prepared to take some heat or even suffer some disciplinary measure as a result. The problem is which group is the one that has been inconvenienced the most: the group that expected the meeting to be held and it was not, or the group that expected it to be cancelled and later discovered it was held. Since this is a question about the internal politics of this society, I leave it to presiding officer to determine its best interests, and I leave it to the assembly to determine if he made the correct choice or not.

If an organization has its own rules on this matter, it is up to the organization to interpret its own rules, but there is no doubt that RONR does not authorize the presiding officer or any other person to unilaterally cancel a meeting scheduled by the assembly or by the organization’s rules.

I agree that there are perhaps some questions about the best course of action to take in the event that the President improperly announces a meeting to be canceled, and some consideration must be given to the members who reasonably (albeit erroneously) believed that the meeting was canceled, but the chairman and society should nonetheless be instructed for the future that the chairman does not have the authority to cancel meetings, and if the society wishes to grant him such authority it must amend its rules to do so.

1 hour ago, Joshua Katz said:

If we're in a position where the chair could declare the meeting adjourned, why can't the chair declare the meeting adjourned "without day" and thereby "cancel" the adjourned meeting?

Because if the chair were to declare a meeting adjourned “without day” when an adjourned meeting was scheduled by the assembly, and thereby “cancel” the adjourned meeting, this would directly conflict with the assembly’s orders. It seems to me that this exceeds the chair’s powers. Only the assembly can cancel a meeting that the assembly has ordered. I think it would be entirely appropriate for the chair to request unanimous consent for this action, but I do not think he has the power to take it in his own.

Edited by Josh Martin

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I would like to comment on one of Mr. Martin's comments to my earlier comment.....

2)  I believe there was a parliamentary opinion several years ago that addressed this issue.  I think it was an AIP opinion, not NAP, but I am unable to locate it at the moment.  If I recall correctly, the adjourned meeting is not held.  This is because an adjourned meeting takes up its work "at the point where it [the first meeting] was interrupted in the order of business or in the consideration of the question that was postponed to the adjourned meeting." [RONR 11th, p 94 ll. 11-14].  If the current meeting adjourns with all business having been completed there is no interrupted business to take up; similarly there is no postponed business.   

"In my view, the words in question are a rather weak and technical point to hang this argument on. It seems to me that if the assembly orders that an adjourned meeting be held, it must be held, unless the assembly orders otherwise. If the meeting is held in the circumstances described, it seems to me it would start in New Business."

=====

First, while I concede I raised a technical point, RONR consists of 669 pages of technical points.   None of those who have disagreed with me have given an alternate explanation for the application of this technical point if not the meaning I put to it.  More importantly -- and pardon me for injecting reality into this theoretical discussion -- but the question that was asked set the following premise: "suppose an adjourned meeting was set for Tuesday due to expectations it would be needed...."   The facts also said there was no proviso.  Since the privileged form of the motion to Fix the Time to Which to Adjourn is not a debatable motion, and there was no proviso, and no business was postponed or scheduled for the adjourned meeting then I must ask how did the assembly have "expectations it would be needed.."  This tells me the subject was discussed -- which tells me it was not the privileged form of the motion.

So now we have the apparent reality that members knew, and possibly debated, the reasons for setting an adjourned meeting before voting on the motion  -- and those reasons no longer exist.  You now have two options: 1) cancel the meeting because the assembly's purpose [i.e. what the assembly ordered] has been accomplished, but possibly inconveniencing a few members who drive through snow and sleet to get to the non-existent adjourned meeting; or 2) hold the meeting, possibly with only a few die hard schemers attending since you don't have to give notice, open with 'new business', and allow those few members to do whatever they please simply because no one thought earlier to reconsider the motion before adjourning.  "Danger, Will Robinson!!!

So, recognizing that this ambiguous situation has two lousy options, I am in favor of option (1).  Why?  Because option (1) only risks inconveniencing  members who can raise their points of order and discipline the President at the next regular meeting if they want to.  Option  (2) could jeopardize the health, security, finances, and good will of the organization.  

But it would help our analysis if we knew facts we don't have before us.

If she was doing her job right, the presiding officer either declared the meeting adjourned or declared the  "meeting is adjourned until __date/time__" as is the form RONR specifies when an adjourned meeting has previously been set. [p. 86 ll.21-25]  So whether we hold an adjourned meeting later, to me, is dependent not on the expectations of the assembly when the motion was adopted but on the expectations of the members as they walked out the door.  If the Chair simply declared the meeting adjourned, and all business has been accomplished, I think most people [though perhaps not us parliamentarians] would assume the adjourned meeting canceled. If someone thinks otherwise and still wants that later meeting they can raise a point of order to correct the Chair's announcement.  

 

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