Annual 3% Dues Increase voted on by membership

[John A]

Our organization has a section in the By-Laws that deal with dues, and here is an excerpt.

The Board shall recommend the amount of annual Dues for each class of membership and shall transmit all proposed Dues changes, with a statement as to their necessity, to the Secretary. The Secretary shall distribute the proposal and statement of necessity to all Members and Emeritus Members at least 60 days before the Annual Business Meeting and will facilitate discussion and submission of comments on the proposal from the membership prior to and at the Annual Business Meeting. The Secretary shall summarize the comments received. The proposed change together with the statement of necessity and the summary of comments shall be presented to the Members and Emeritus Members in good standing for final approval or rejection by secret vote.

Obviously, this can make it very difficult to increase dues. After a few failed attempts to get a dues increase (many years ago), there was a concerted effort to present a proposal that would increase the dues, and allow for a 3% increase in the annual dues each year without having another vote. This was passed by a majority and we've been increasing the dues by 3% each year,. consistent with the result of the membership vote. However, the By-Laws were not changed and I wonder if someone could challenge this in the future (that the By-Laws should have been changed). The only documentation of an annual dues increase are the minutes where the voting results are recorded and it is nowhere else in the governance.

Reading some of the other threads, I wonder if voting for the dues increase and annual 3% increase would be interpreted as a standing rule of the organization. If so, should we record this as such in the governance (we currently don't have any such standing rules recorded), perhaps with a record of the date that the vote occurred? It would seem reasonable that the 3% increases are legitimate and at first, I was thinking that the By-Laws would have to be changed, but now I'm not so sure. Any advice would be appreciated.

[Josh Martin]

7 minutes ago, John A said:

Reading some of the other threads, I wonder if voting for the dues increase and annual 3% increase would be interpreted as a standing rule of the organization. If so, should we record this as such in the governance (we currently don't have any such standing rules recorded), perhaps with a record of the date that the vote occurred? It would seem reasonable that the 3% increases are legitimate and at first, I was thinking that the By-Laws would have to be changed, but now I'm not so sure. Any advice would be appreciated.

The bylaws have to be changed. A standing rule cannot conflict with the bylaws.

Edited April 25, 2019 at 09:54 PM by Josh Martin

[Atul Kapur]

It's not clear to me that there is a conflict. Assuming all the steps were followed (distributed >= 60 days before meeting with statement of necessity, discussion facilitated and summarized, secret vote), I don't see a clear requirement that the dues change has to go through the process each year. The bylaws refer to Annual Dues but not Annual Changes.

Possibly or even probably not the drafters intent, but I don't see a clear requirement that each year's change needs a separate process.

[Richard Brown]

13 minutes ago, Atul Kapur said:

It's not clear to me that there is a conflict. Assuming all the steps were followed (distributed >= 60 days before meeting with statement of necessity, discussion facilitated and summarized, secret vote), I don't see a clear requirement that the dues change has to go through the process each year. The bylaws refer to Annual Dues but not Annual Changes.

Possibly or even probably not the drafters intent, but I don't see a clear requirement that each year's change needs a separate process.

I tend to agree. I also agree that what was done was probably not anticipated by the drafters, but I see no clear requirement that a change in the annual dues must be voted on separately each year. Ultimately, this is probably a matter of bylaws interpretation which the organization itself must do. 

[Joshua Katz]

I don't have a firm position, and I agree that it comes down to bylaw interpretation. However, I would disagree with the above two posts on a minor point: I think the question is framed slightly differently. Intent does not matter where the language is unambiguous. But the fact that it is not clear that X is required suggests, in my mind, ambiguity, unless it is clear that X is not required. So the lack of a clear requirement here doesn't matter if we think we know the intent - what would matter would be if it were clear there were no such requirement. I haven't thought enough about it to say if it's clear or not (which, I think, might suggest that it isn't), so I'm just commenting on the nit, not giving an answer one way or the other.

[Transpower]

A standing rule cannot counteract a bylaw.  The automatic dues increases are a continuing violation of the bylaws, and so any member may move a point of order against them.

[Joshua Katz]

And now, I will state my personal opinion: I agree with Mr. Martin and Mr. Transpower. Here's why:

2 hours ago, John A said:

shall transmit all proposed Dues changes, with a statement as to their necessity, to the Secretary.

If all changes are to be transmitted, it seems to me that a standing rule providing for changes that are not so transmitted, etc. contradicts the bylaw statement. It doesn't say "all changes or rules providing for annual changes."

[Richard Brown]

@Transpower, Why do you believe this rule violates the bylaws? Don't you agree that this is ultimately a question of bylaws interpretation which is for the society to do?

Edited to add: Aw, shucks.  I had intended to quote transpower but forgot to do it and now the system won't let me add it. I was responding to Transpower's quote above

Edited April 26, 2019 at 12:04 AM by Richard Brown
Added last paragraph and tagged Transpower

[Joshua Katz]

 

1 minute ago, Richard Brown said:

Don't you agree that this is ultimately a question of bylaws interpretation which is for the society to do?

Yes, which is why I said it's my personal opinion. I'll just add: and my personal opinion is worth the paper it's printed on (note that it is not printed on any paper).

[Richard Brown]

4 minutes ago, Joshua Katz said:

Yes, which is why I said it's my personal opinion. I'll just add: and my personal opinion is worth the paper it's printed on (note that it is not printed on any paper).

Joshua, I was actually responding to transpower but somehow failed to quote the post that I was responding to and the system would not let me edit to add it at the top of my post

[Joshua Katz]

Got it. 

[Atul Kapur]

32 minutes ago, Joshua Katz said:

If all changes are to be transmitted, it seems to me that a standing rule providing for changes that are not so transmitted, etc.

All changes were transmitted, in the year that it passed.

If you were going to argue against this statement then would you also argue against, for example and the sake of argument, a proposal that, "in order to put into effect our multi-year strategic plan, the annual dues be increased by 3% this year and a further 3% next year"? The motion that OP's organization adopted does this, just for a little bit longer 😁

 

[Joshua Katz]

1 minute ago, Atul Kapur said:

If you were going to argue against this statement then would you also argue against, for example and the sake of argument, a proposal that, "in order to put into effect our multi-year strategic plan, the annual dues be increased by 3% this year and a further 3% next year"?

Yes. Every time dues are not the same as they were the prior year, in my opinion, a change has taken place. And every change must go through the process described. 

[John A]

1 hour ago, Atul Kapur said:

It's not clear to me that there is a conflict. Assuming all the steps were followed...

Possibly or even probably not the drafters intent, but I don't see a clear requirement that each year's change needs a separate process.

I'm pretty certain that all of the appropriate steps were followed. As might be expected, I recall the discussion was robust on both side of the issue.

45 minutes ago, Transpower said:

A standing rule cannot counteract a bylaw.  The automatic dues increases are a continuing violation of the bylaws, and so any member may move a point of order against them.

6 minutes ago, Joshua Katz said:

Yes. Every time dues are not the same as they were the prior year, in my opinion, a change has taken place. And every change must go through the process described. 

Just looking at the By-Laws, it would appear to be a violation. If someone were to question why the dues were going up each year, we would have to point them to the vote results, which are not easy to find.

35 minutes ago, Richard Brown said:

Don't you agree that this is ultimately a question of bylaws interpretation which is for the society to do?

It was discussed by the Rules Committee at the time, and they decided that a bylaws change was not required, so I'm guessing that was their interpretation was that the bylaws would allow an annual increase if the membership voted for that. The specific motion text that was put to vote for the increase part was "Institute an annual increase of 3% for Membership dues." I've checked the annual dues since then, and the increases have been 3% (rounding to the nearest whole dollar).

The biggest thing that bugs me right now is that somewhere in the governance, I think there should be a mention of 3% as the annual dues increase. Would it be reasonable to document this as an administrative policy, citing the results of the vote as justification for the way that our administrative staff determines the dues each year?

In hindsight, this would have been so much easier if they had bundled in a small bylaws change that only required a membership vote if the board's recommended increase was more than 3%. However, I worry that if I bring this up to the board and explain that a bylaws change is needed because we have been violating our own bylaws, a membership vote will not pass and we would have no choice but to get rid of the annual increase.

[Guest Zev]

Let me see if I have this right: (1) The current bylaws provide for a certain procedure before a dues increase can take place; (2) A change in the procedure or amount established in the bylaws would require notice and a two-thirds vote; (3) The membership established an additional dues-related provision by way of a majority vote as a standing rule and bypassing the bylaws-amending requirements in number 2; (4) They now ask me if number 3 is OK given the text of number 1.

[Joshua Katz]

1 hour ago, John A said:

It was discussed by the Rules Committee at the time, and they decided that a bylaws change was not required, so I'm guessing that was their interpretation was that the bylaws would allow an annual increase if the membership voted for that. The specific motion text that was put to vote for the increase part was "Institute an annual increase of 3% for Membership dues." I've checked the annual dues since then, and the increases have been 3% (rounding to the nearest whole dollar).

 

The ultimate interpreters of the bylaws are the members, not the Rules Committee. That is done by raising a point of order and deciding the matter on appeal.

1 hour ago, John A said:

 The biggest thing that bugs me right now is that somewhere in the governance, I think there should be a mention of 3% as the annual dues increase. Would it be reasonable to document this as an administrative policy, citing the results of the vote as justification for the way that our administrative staff determines the dues each year?

 

Well, that depends on whether or not it is proper under your bylaws. If so, then you have a standing rule in effect, and it could be included in a list of your standing rules. If not, then it's not valid and should not be documented anywhere.

1 hour ago, John A said:

 In hindsight, this would have been so much easier if they had bundled in a small bylaws change that only required a membership vote if the board's recommended increase was more than 3%. However, I worry that if I bring this up to the board and explain that a bylaws change is needed because we have been violating our own bylaws, a membership vote will not pass and we would have no choice but to get rid of the annual increase.

I suppose - but again, it's not up to the board, and if you're going to raise a point of order, you should raise one at a membership meeting, not a board meeting. If the point of order is well-taken, i.e. your organization thinks the standing rule is not valid, and if the members decline to amend the bylaws, then yes, the organization will have to stop taking ever-more of their money (or follow the bylaw procedure each year, to see if the membership wants to pay more). What leads you to think that the membership would not pass a bylaw amendment, given that the membership did approve the rule whose validity is in question? Is it the vote threshold that leads you to think that? If so, that's precisely what the vote threshold is for. Even without changing the bylaws, why not just ask the  membership for an increase each year?

Edited April 26, 2019 at 02:36 AM by Joshua Katz

[John A]

55 minutes ago, Guest Zev said:

Let me see if I have this right: (1) The current bylaws provide for a certain procedure before a dues increase can take place; (2) A change in the procedure or amount established in the bylaws would require notice and a two-thirds vote; (3) The membership established an additional dues-related provision by way of a majority vote as a standing rule and bypassing the bylaws-amending requirements in number 2; (4) They now ask me if number 3 is OK given the text of number 1.

Succinct and to the point. I also erred when I said it was discussed by the Rules Committee and I haven't found evidence of this in their minutes. However, I'm going to see if any of them recall any discussion that was not minuted.

17 minutes ago, Joshua Katz said:

The ultimate interpreters of the bylaws are the members, not the Rules Committee. That is done by raising a point of order and deciding the matter on appeal.

Well, that depends on whether or not it is proper under your bylaws. If so, then you have a standing rule in effect, and it could be included in a list of your standing rules. If not, then it's not valid and should not be documented anywhere.

I suppose - but again, it's not up to the board, and if you're going to raise a point of order, you should raise one at a membership meeting, not a board meeting. If the point of order is well-taken, i.e. your organization thinks the standing rule is not valid, and if the members decline to amend the bylaws, then yes, the organization will have to stop taking ever-more of their money. What leads you to think that the membership would not pass a bylaw amendment, given that the membership did approve the rule whose validity is in question? Is it the vote threshold that leads you to think that? If so, that's precisely what the vote threshold is for.

You are correct that the 2/3 threshold would be difficult, and that was likely why the board decided to try to move this forward as a standing rule. I also appreciate the point about bringing this up as a member instead of to the board.

Thank you everyone for thoughtful responses; I very much appreciate your willingness to share points of view and expertise. You've given me a lot to think about regarding how I might want to proceed, but I believe I'm much better off as a result of this interaction.

[Guest Zev]

5 hours ago, John A said:

This was passed by a majority and we've been increasing the dues by 3% each year, consistent with the result of the membership vote.

If this issue comes up as a result of a Point Of Order during a membership meeting, the possibility exists that if the majority that adopted the motion in the first place stands fast then the minority, even one as large as above one-third will fail to reverse an adverse ruling by the presiding officer, or if it is adverse to the majority's point of view then the majority will reverse his decision. In any of those events I have no idea how to get the majority to respect the views of the minority, a minority that would have prevented a bylaws amendment that would have implemented this dues increase. If anyone has an idea in this regard I would be pleased to hear it.

[Joshua Katz]

 

8 minutes ago, Guest Zev said:

the possibility exists that if the majority that adopted the motion in the first place stands fast then the minority, even one as large as above one-third will fail to reverse an adverse ruling by the presiding officer, or if it is adverse to the majority's point of view then the majority will reverse his decision.

This is quite true. Of course, there are the usual parliamentary solutions - i.e. get more people to show up to the next meeting who favor your side, etc. But I think it's just another illustration of the unavoidable fact that a dishonest majority can always do as it wishes, at least from a parliamentary perspective. Ultimately, parliamentary procedure is for organizations composed of people who wish to follow the rules (because they value the benefits of association more than the short-term benefits of getting what they want, and realize that failure to agree on and then follow a set of rules will eventually make cooperation of that sort impossible), or at least largely of such people. When that fails, I don't think parliamentary procedure can be of much use - except that a good parliamentarian can, perhaps, persuade a majority to, in fact, care about following the rules. When money and property are involved (as here), there's always a possibility - usually slim, but depending on the nature of the organization - of resorting to legal solutions, but doing so makes it unlikely that the organization will survive, at least with the same membership.

Of course, the above is just a rumination on parliamentary procedure unless it applies to the case at hand, and I'm not sure it does. First, we need to assume that you and I are right - an assumption I'm willing to make, but those who have disagreed with us are less likely to make it. Second, we need to assume that the matter is so clear that such majority votes as they do simply because of the outcome they want, rather than because they believe what they're voting for. But even on this forum, we have a nearly even split on whether this standing rule violates the bylaws, so it's hard to imagine it would be that clear to the members themselves. 

I've discussed on here before my experience with gerbil balls. In short, the organization had a bylaw requiring a quorum of, I think, 14. It also provided for special meetings on reasonable notice. Given that it was a group with easy means of daily communication (the daily pager test and announcement) and that everyone lived in the same town, I think 24 hours was probably reasonable. But what happened was that, at a carnival the organization put on, the president walked around, hand-selected 14 people who wanted to rent gerbil balls (at considerable expense) for the annual picnic, got them all together, announced that it was a meeting without any notice, and then moved (once you're this far down the road, why not?) to authorize $5k for the expense. Prior to the next meeting, a member asked me to explain how to raise an objection, which I did, and he then raised a point of order at the next regular meeting. What was interesting was how many simply didn't "get it." In debate on the appeal, more than a few said "well, if we say this was against the rules, that just means we need to vote again on the gerbil balls and (this is the key part) obviously everyone who wants gerbil balls will have said the meeting was allowed, and everyone who doesn't will have said it wasn't allowed, so we know how that vote will turn out, so what's the point of all this?" They then voted to sustain the ruling of the chair - likely because enough people had said in debate "vote yes if you want to keep the gerbil balls" that the difference between the appeal and the motion itself was lost on most. Point being - sometimes people vote as they do on appeals for self-serving reasons, and other times because they just don't get it. (Part of the problem was low attendance at the parliamentary procedure workshops I put on - everyone who attended those voted to overturn.) So, in addition to requiring people who want to follow the rules, it also requires a certain level of understanding - and, dare I say it, that level is not reached by the majority in most organizations, which presents an interesting challenge. 

Edited April 26, 2019 at 03:56 AM by Joshua Katz

[J. J.]

6 hours ago, John A said:

 

The Board shall recommend the amount of annual Dues for each class of membership and shall transmit all proposed Dues changes, with a statement as to their necessity, to the Secretary. The Secretary shall distribute the proposal and statement of necessity to all Members and Emeritus Members at least 60 days before the Annual Business Meeting and will facilitate discussion and submission of comments on the proposal from the membership prior to and at the Annual Business Meeting. The Secretary shall summarize the comments received. The proposed change together with the statement of necessity and the summary of comments shall be presented to the Members and Emeritus Members in good standing for final approval or rejection by secret vote.

 

I am seeing nothing in this quote that indicates that the dues amount much be reauthorized each year.  Because a motion generally remains in force until rescinded (see p. 111, especially the footnote), a hypothetical motion "that the dues be set at $50.00 per year" adopted in 2012 would remain in effect today, unless that motion was rescinded or amended as something previously adopted. 

I would find nothing out of order about a hypothetical motion being adopted in 2012 "that the dues be set at $50.00 in 2013 and increased to $75.00 beginning in 2015."  This effectively, specifies the time when the effect of setting $50.00 dues per year, and replaces it with another amount.  We see this effect in relation to provisos, where one effect begins sometime after the proviso is adopted (p. 597).  I think that there is general agreement that a proviso could apply to a main motion.

I would see nothing out of order with a motion setting a 3% annual increase anymore than I would with a motion that said, "that the dues be set at $50.00 for 2012, $51.50 in 2013, $53.05 in 2014, $54.16 in 2015, $56.28 in 2017, ..." ending at a distant time in the future.

If this is all that the bylaws say, then the members at a meeting may adopt a change in the dues as provided in this compact.  Assuming that board submitted a recommendation, that proper notice was given to the adoption of this recommendation and, finally, that the vote was by a secret method (e.g. ballot). I see no violation of the bylaws, at least in regard to the quoted passage, by adopting a 3% annual dues increase.

 

Edited April 26, 2019 at 04:11 AM by J. J.

[Atul Kapur]

Although you walk it back a bit later in your post, I am troubled by your use of the term

25 minutes ago, Joshua Katz said:

a dishonest majority can always do as it wishes, at least from a parliamentary perspective.

There is a reasoned difference of opinion on the meaning of the bylaw in this case (my opinion of course being more reasonable than yours). So I think the word "dishonest" is unnecessarily inflammatory and inappropriate in this thread.

[Joshua Katz]

Whether it would have happened in the case Guest Zev described or not (as I said, it would not), the sentence expresses a fact: a dishonest majority can, in fact, do whatever it wants so far as parliamentary procedure is concerned. Honest majorities can also do many things they wish to do, but not everything they wish to do. Perhaps that observation is irrelevant here.

[J. J.]

18 minutes ago, Atul Kapur said:

Although you walk it back a bit later in your post, I am troubled by your use of the term

There is a reasoned difference of opinion on the meaning of the bylaw in this case (my opinion of course being more reasonable than yours). So I think the word "dishonest" is unnecessarily inflammatory and inappropriate in this thread.

It may be inflammatory, but it is accurate.  I have seen instances where some person insisted that a particular phrase authorizing some action was in the bylaws.   No such phrase existed after both a detailed study of the bylaws and a document search.  That was not the only case. 

Just to be clear, I am not referring to this particular instance. 

Edited April 26, 2019 at 04:33 AM by J. J.

[Guest Zev]

3 hours ago, J. J. said:

Just to be clear, I am not referring to this particular instance. 

Thank you for the clarification. I was about to mention that had your scheme, or any other scheme for that matter, had been implemented as a bylaw amendment then I would be perfectly at ease with the result. However, in this specific case, the majority sensing that they could not muster a two-thirds vote in order to amend the bylaws engineered themselves a slight-of-hand method by adopting a standing rule. Had they tried the bylaw amending process the amendment would have failed. The only saving grace of this unfortunate incident is that the rule in question is a standing rule which may be rescinded at some point in time in the future. My suggestion to the now-minority is for them to work quietly behind the scenes gathering new adherents to their cause over time and whenever they calculate to have a chance at arriving at a two-thirds vote to give notice that the standing rule will be rescinded AND notice that they intend to amend the bylaws to specifically prohibit any additional dues charges except those mentioned in the bylaws themselves. Maybe in this fashion the now-defeated was-majority-but-now-minority will show some respect for their bylaws in the event that in the future they become the majority again.

[Josh Martin]

9 hours ago, Guest Zev said:

If this issue comes up as a result of a Point Of Order during a membership meeting, the possibility exists that if the majority that adopted the motion in the first place stands fast then the minority, even one as large as above one-third will fail to reverse an adverse ruling by the presiding officer, or if it is adverse to the majority's point of view then the majority will reverse his decision. In any of those events I have no idea how to get the majority to respect the views of the minority, a minority that would have prevented a bylaws amendment that would have implemented this dues increase. If anyone has an idea in this regard I would be pleased to hear it.

The hope is that the members will respect the fact that the question on appeal is whether the motion does, in fact, conflict with the bylaws, not their personal opinion on it. If the majority is only willing to enforce the assembly’s rules when they are convenient for the majority, there is no doubt that this will lead to all sorts of problems.

It is also quite possible that the rule does permit the motion in question, and the majority is correct in its determination.

5 hours ago, Guest Zev said:

Thank you for the clarification. I was about to mention that had your scheme, or any other scheme for that matter, had been implemented as a bylaw amendment then I would be perfectly at ease with the result. However, in this specific case, the majority sensing that they could not muster a two-thirds vote in order to amend the bylaws engineered themselves a slight-of-hand method by adopting a standing rule. Had they tried the bylaw amending process the amendment would have failed. The only saving grace of this unfortunate incident is that the rule in question is a standing rule which may be rescinded at some point in time in the future. My suggestion to the now-minority is for them to work quietly behind the scenes gathering new adherents to their cause over time and whenever they calculate to have a chance at arriving at a two-thirds vote to give notice that the standing rule will be rescinded AND notice that they intend to amend the bylaws to specifically prohibit any additional dues charges except those mentioned in the bylaws themselves. Maybe in this fashion the now-defeated was-majority-but-now-minority will show some respect for their bylaws in the event that in the future they become the majority again.

It is not clear from the facts, however, whether they “engineered themselves a slight-of-hand method by adopting a standing rule,” or whether they honestly believed the bylaws permitted such a standing rule to be adopted. 

I personally continue to believe that the rule in the bylaws does not permit the assembly to adopt a rule which authorizes 3% annual dues increases indefinitely, but I acknowledge that there are reasonable differences of opinion on this question, and that it is ultimately a question for the society to decide.

The society is also free to rescind the rule in question, amend the rule in the bylaws for clarity, or both, if it wishes to do so.

Edited April 26, 2019 at 01:17 PM by Josh Martin