Suspend Notice

[Father Cadan]

An organization requires all "resolutions" to be given 45 days advanced notice.

Amending the bylaws requires 2/3 vote of all present and voting.

They want to amend the bylaws striking the requirement for a reserve fund but have not given any notice.

Is the amendment a resolution? Can notice be suspended? Is amending the bylaws a more specific form of 'resolution' and as such the requirement for 2/3 vote supersedes the more general notice required for 'resolutions'?

 

TIA

Edited June 21, 2019 at 08:44 AM by Father Cadan

[Dan Honemann]

A motion to amend the bylaws may or may not be made in the form of a resolution (a resolution is simply a fancy form of motion, see RONR, 11th ed., pp. 104-109). As a consequence, one would hope that there is something more in the bylaws other than what has been posted which will shed some light on this.

Based solely on what has been posted:

1. Is the amendment a resolution?   Maybe yes, maybe no. The answer depends upon how the motion to amend the bylaws is worded.

2. Can notice be suspended?   No.

3. Is amending the bylaws a more specific form of 'resolution' ...?   Maybe yes, maybe no (see 1 above).

[Guest Zev]

47 minutes ago, Father Cadan said:

An organization requires all "resolutions" to be given 45 days advanced notice.

I assume that such a requirement is found in the bylaws, correct? If not, then where is it found?

48 minutes ago, Father Cadan said:

Amending the bylaws requires 2/3 vote of all present and voting.

A little bit wordy. It could have stopped at the word "vote." This type of language sometimes creates doubts in the minds of some as to what effect abstentions have.

50 minutes ago, Father Cadan said:

They want to amend the bylaws striking the requirement for a reserve fund but have not given any notice.

No notice whatsoever? You mean to say that the proponents just sprang the motion out of the blue sky on the day of the meeting?

51 minutes ago, Father Cadan said:

Is the amendment a resolution?

Usually resolutions have additional enacting clauses.

53 minutes ago, Father Cadan said:

Can notice be suspended?

If the bylaws require any number of days of previous notice such a requirement cannot be suspended even by a unanimous vote of the entire society.

55 minutes ago, Father Cadan said:

Is amending the bylaws a more specific form of 'resolution'...

Its effect is to only amend the bylaws, and in that sense I suppose you could say it is more specific than another motion.

57 minutes ago, Father Cadan said:

...and as such the requirement for 2/3 vote supersedes the more general notice required for 'resolutions'?

No. The number of days notice and the usual two-thirds voting threshold are independent requirements. If a meeting fails to meet any one of these stipulations then the amendment is null and void and another meeting is necessary that fulfills both requirements.

[Dan Honemann]

1 hour ago, Guest Zev said:

The number of days notice and the usual two-thirds voting threshold are independent requirements. If a meeting fails to meet any one of these stipulations then the amendment is null and void and another meeting is necessary that fulfills both requirements.

I respectfully disagree with the last sentence. A bylaw requirement for previous notice and a bylaw requirement of a two-thirds vote are both rules in the nature of rules of order. The former is a rule protecting absentees, and therefore it may not be suspended if there are any absentees to protect, but nothing in RONR indicates that a rule requiring a two-thirds vote may not be suspended. 

Edited June 21, 2019 at 11:52 AM by Daniel H. Honemann
Added the underlined phrase for purposes of clarity.

[Gary Novosielski]

1 hour ago, Daniel H. Honemann said:

I respectfully disagree with the last sentence. A bylaw requirement for previous notice and a bylaw requirement of a two-thirds vote are both rules in the nature of rules of order. The former is a rule protecting absentees, and therefore it may not be suspended if there are any absentees to protect, but nothing in RONR indicates that a rule requiring a two-thirds vote may not be suspended. 

There's no question that's true.  

I wonder, however, whether as a practical matter a minority of more than a third would vote to suspend the rules and lower the voting threshold so as to facilitate the passage of an amendment which they oppose.  It's certainly in order, but has anyone ever seen it happen?

[Dan Honemann]

1 hour ago, Gary Novosielski said:

There's no question that's true.  

I wonder, however, whether as a practical matter a minority of more than a third would vote to suspend the rules and lower the voting threshold so as to facilitate the passage of an amendment which they oppose.  It's certainly in order, but has anyone ever seen it happen?

What happens fairly often (we've seen it reported many times in this forum) is that a presiding officer, mistakenly thinking that only a majority vote is required, announces that a motion requiring a two-thirds vote has been adopted by a majority vote (one that is less than a two-thirds vote). No point of order is raised, and the meeting is adjourned. The error is noticed sometime later but it is then to late to raise a point of order concerning the matter since violation of the rule requiring a two-thirds vote does not give rise to a continuing breach.

[Father Cadan]

There is nothing more in the bylaws to assist. This is the annual convention and there is a section requiring notice for resolutions, separately there is a section on amending the bylaws.

No notice whatsoever: The National organization used to require the reserve account but has since removed the requirement. The state now wishes to remove the requirement as well. The proponents (which I would guess is all or nearly all of the delegates) say that the account creates unnecessary work for the treasurer and they have 1+ million in the bank anyway.

The motion is worded "I move to amend the bylaws by striking Section 7 subsection H."

I do not believe there are any absentees to protect as all registered delegates are present.

I am thinking that a bylaw requirement to have all main motions given 45 days notice would create an impossible meeting. Is this why the notice is only for resolutions?

I am still confused, but think they are OK to amend, but perhaps should ratify next time with notice. The ratification might confuse the new set of delegates.

 

Thank you again

 

[Josh Martin]

9 minutes ago, Father Cadan said:

I am thinking that a bylaw requirement to have all main motions given 45 days notice would create an impossible meeting. Is this why the notice is only for resolutions?

I have no idea, but as has been previously noted, a resolution, so far as RONR is concerned, is simply a motion written in a particular format. It seems highly unlikely this was the intent, since the rule could be evaded simply by not writing a motion in the form of a resolution. Perhaps the drafters meant something different by “resolution,” but I have no idea what.

Are you certain there is nothing which requires notice for amendments to the bylaws specifically?

12 minutes ago, Father Cadan said:

I do not believe there are any absentees to protect as all registered delegates are present.

Yes, but the bylaws affect the entire society, and while all registered delegates might be present, this is presumably not every member in the society.

[Dan Honemann]

I'm unwilling to express any further opinion without seeing the exact language of everything in the bylaws relating to this requirement of notice for resolutions and also for amendment of the bylaws.

[Richard Brown]

19 minutes ago, Daniel H. Honemann said:

I'm unwilling to express any further opinion without seeing the exact language of everything in the bylaws relating to this requirement of notice for resolutions and also for amendment of the bylaws.

That is my position as well.  In addition, I suspect this may ultimately be a matter of bylaws interpretation.  Not only do we try to refrain from interpreting bylaws, it is impossible to do it without knowing exactly what the bylaws say. I suppose it's possible we can be of service on the matter of amending the bylaws since RONR has clear provisions, but we cannot even do that without knowing the exact wording of the bylaws provisions on amending the bylaws. 

[Guest Zev]

5 hours ago, Daniel H. Honemann said:

I respectfully disagree with the last sentence. 

Thank you Mr. H for the clarification. Also for clarification purposes, would it be fair to say that since these two requirements are in the nature of rules of order, that if the entire membership is present without any absentees, that the assembly may do as it pleases and disregard the notice and the voting threshold bylaw requirements? (There may have been a thread on this subject but I no longer recall its location.)

[Dan Honemann]

4 minutes ago, Guest Zev said:

Thank you Mr. H for the clarification. Also for clarification purposes, would it be fair to say that since these two requirements are in the nature of rules of order, that if the entire membership is present without any absentees, that the assembly may do as it pleases and disregard the notice and the voting threshold bylaw requirements? (There may have been a thread on this subject but I no longer recall its location.)

The answer to your question is "no", rules cannot be deliberately violated without adverse consequences whenever anything of any consequence is involved.

[Father Cadan]

You asked for it 😛 (titles have been changed for clarification and to protect the not-so-innocent):

Article X Miscellaneous Section 1. Resolutions:

a. All resolutions to be presented at the Convention shall be in the hands of OFFICER at least 45 days prior to the convening Convention date.

b. the OFFICER shall forward all copies of all resolutions thus received to all LOCAL ORGS and STATE OFFICERS at least 30 days prior to the convening Convention date.

c. Emergency Resolutions, the subject matter of which shall have arisen at the Convention or less than 45 days prior thereto, such as resolutions of appreciation, sympathy and condolence, shall be accepted[sic] from this rule.

d. All resolutions submitted to the STATE Headquarters for consideration by the STATE convention shall be submitted in triplicate. The OFFICER shall number the resolutions as received in their order of reception and shall make a permanent file to be kept at all times in their possession, of the original resolution. They shall deliver the duplicate and triplicate copies of each resolution the the Chairman of the Resolutions/ By Laws[sic] Committee at least 10 days before the Convention. The chairman of the Committee shall be charged with the responsibility of assigning the resolution to the appropriate Convention Committee, retaining for the Resolutions Committee the duplicate of said resolution, forwarding the triplicate to the special committee concerned. The triplicate copy of all emergency resolutions accepted for consideration by the State Convention shall be delivered by the OFFICER to the special committee concerned and the duplicate copy shall be delivered to the Chairman of the Committee, with an endorsement thereon showing the special committee to which the emergency resolution has been referred.

e. No special committee shall report its findings or recommendations to the Convention floor.

 

 

After X but not numbered or sectioned Amendments

These By Laws of the STATE ORG, may be amended at the STATE Convention by a two-thirds (2/3) vote of the Delegates present and voting, provided said amendment is reduced to writing and the provisions of presentment* have been complied with. No amendment shall be active until same has been received by the NATIONAL PRESIDENT or their designee for compliance with GOVERNING DOCUMENTS.

 

 

 

*Nowhere in any governing document, procedure etc are povisions of presentment to be found

Edited June 21, 2019 at 05:42 PM by Father Cadan

[Atul Kapur]

One interpretation of "provisions of presentment" is that it refers to the notice requirements that you quoted earlier from Article X. That is, proposed bylaw amendments need to be submitted 45 days ahead of time, same as any other resolution (which appears to be used synonymously with "motion").

[Father Cadan]

6 minutes ago, Atul Kapur said:

One interpretation of "provisions of presentment" is that it refers to the notice requirements that you quoted earlier from Article X. That is, proposed bylaw amendments need to be submitted 45 days ahead of time, same as any other resolution (which appears to be used synonymously with "motion").

I'm thinking it may refer to reduced in writing in triplicate. Never is any of this notice to the delegates. It requires reeolutions to be submitted to different officers, not presented on the floor or mailed to the delegates. Is there any requirement of notice here at all?

Making every motion require 45 days notice would make the meeting impossible. Unless you sent notice for recess, adjournment, reconsideration, amendment, etc 45 days in advance.

[Father Cadan]

6 minutes ago, Father Cadan said:

I'm thinking it may refer to reduced in writing in triplicate. Never is any of this notice to the delegates. It requires reeolutions to be submitted to different officers, not presented on the floor or mailed to the delegates. Is there any requirement of notice here at all?

Making every motion require 45 days notice would make the meeting impossible. Unless you sent notice for recess, adjournment, reconsideration, amendment, etc 45 days in advance.

Or perhaps it means 'presented' to the relevant committee chair as it States in emergency resolution part.

[Dan Honemann]

Well, at the very least I assume that "resolutions" means main motions.

[Father Cadan]

21 minutes ago, Daniel H. Honemann said:

Well, at the very least I assume that "resolutions" means main motions.

What about incidental main motions... I.e. bylaw amendments? Is adopting recommendations from committees a main motion because the committees meet at convention.

 

I really cannot figure out the intent of resolutions. RONR talks about previous notice for the "adoption of certain motions" pg 121 and then lists classes of motions as an example. If resolutions are all main motions do we not still have an impossible meeting?

[jstackpo]

Looks like Fr. Cadan should prepare a resolution to establish a Bylaws Review Committee to straighten this mess out, in consultation with a professional parliamentarian, of course.

But he's gonna have to get the resolution in (to somebody) 45 days ahead of time....or else....

[Father Cadan]

 

2 minutes ago, jstackpo said:

Looks like Fr. Cadan should prepare a resolution to establish a Bylaws Review Committee to straighten this mess out, in consultation with a professional parliamentarian, of course.

But he's gonna have to get the resolution in (to somebody) 45 days ahead of time....or else....

I have faith, and a PRP credential and yes the president two years from now has agreed to look at all the bylaws and 'present' an entire revision. They already have a bylaw committee, though I have no idea what they've been doing the last twenty or so years.

As a general principle I agree that notice of bylaw provisions are a good idea. I also think that motions should be submitted ahead of time at conventions so that administration can schedule things and 'present' a coherent program to the delegates. In this case the motion was passes unanimously and if in twenty years someone wishes to bring a point of order for a continuing breach then the bean counters can put the money back in the reserve fund and take it back out again as that is what they have been doing and why they see it as unnecessary.

The membership is the delegates in this case. The 'notice' if that's what it is only goes to non delegates, unless by chance one is an officer and a delegate. So what does Robert have to say about protecting the rights to notice of non members....

This is no where near as bad as the caucuses of the last presidential elections, but not as good as it could be, and I was asked if tabling this motion was proper... *Shudder* when the member really meant to postpone until the next session.

Thank you all for your comments. It is always comforting to know that you are all just as confused as I.

[Richard Brown]

21 minutes ago, jstackpo said:

Looks like Fr. Cadan should prepare a resolution to establish a Bylaws Review Committee to straighten this mess out, in consultation with a professional parliamentarian, of course.

But he's gonna have to get the resolution in (to somebody) 45 days ahead of time....or else....

I agree.  And.... congratulations on getting the system to accept your profile picture!!!!  Now, if only a few others would do the same. . . .

 

[jstackpo]

2 hours ago, Father Cadan said:

c. Emergency Resolutions, the subject matter of which shall have arisen at the Convention or less than 45 days prior thereto, such as resolutions of appreciation, sympathy and condolence, shall be accepted[sic] from this rule. 

That is quoted from your reproduction of your bylaws.

What is to prevent anyone from announcing that they have an "emergency resolution" (such as yours to do something about the reserve fund) and insisting that it be dealt with, then and there?  "Such as" is pretty thin reed to hang an objection to the emergency on.

[Dan Honemann]

1 hour ago, Father Cadan said:

What about incidental main motions... I.e. bylaw amendments? Is adopting recommendations from committees a main motion because the committees meet at convention.

 

I really cannot figure out the intent of resolutions. RONR talks about previous notice for the "adoption of certain motions" pg 121 and then lists classes of motions as an example. If resolutions are all main motions do we not still have an impossible meeting?

In answer to your first question, when I said that I assume that "resolutions" means main motions, I meant incidental main motions as well as original main motions.

I really don't understand what it is that you mean by the rest of what you have posted. I'm afraid it makes no sense to me.

[Guest Zev]

6 hours ago, Daniel H. Honemann said:

The answer to your question is "no", rules cannot be deliberately violated without adverse consequences whenever anything of any consequence is involved.

I have read several older threads and I believe I now have a better understanding of the handling of theses two issues. Thank you for taking the time to shed some light on this topic. I do not know if anyone else's doubts have been dissipated, but it sure has mine. Thank you again.

[Gary Novosielski]

On 6/21/2019 at 1:09 PM, Guest Zev said:

Thank you Mr. H for the clarification. Also for clarification purposes, would it be fair to say that since these two requirements are in the nature of rules of order, that if the entire membership is present without any absentees, that the assembly may do as it pleases and disregard the notice and the voting threshold bylaw requirements? (There may have been a thread on this subject but I no longer recall its location.)

I think not.

As Mr. Martin mentions, a rule regarding amendment of the bylaws protects all the members of the society whether or not they are delegates to this particular assembly. 

The motion to Suspend the Rules:

Quote

 

7.  Usually requires a two-thirds vote (see below, however). In any case, no rule protecting a minority of a particular size can be suspended in the face of a negative vote as large as the minority protected by the rule.

 

 

 

The "below" remarks explain that among other things a rule regarding the amendment of the bylaws is one that protects absentees, and may not be suspended if there are any. 

Therefore, in a situation where a subset of the membership can approve changes to the bylaws. the question arises whether this removes the protection of absent general members.  Since RONR assumes that the general membership is the body voting on the bylaws, I believe that it does not clearly answer this question.

My opinion is that the protection should remain, and that the rule in this instance would not be suspendible in the smaller assembly, unless the rule provided for its own suspension.

Edited June 23, 2019 at 05:34 PM by Gary Novosielski