Change of Board

[Tomm]

Board meetings are held twice a month and open to the general membership.

The Board consists of 9 members elected to 3 year terms.

Every year 1/3 of the Board members are replaced.

The Board has a policy (to encourage transparency) that Motions shall be read and passed a minimum of three times (three consecutive meetings) before finalized and acted upon. (Although, there is an escape clause for things that require immediate attention)

Question:  Regarding the EFFECT OF PERIODIC PARTIAL CHANGE IN BOARD MEMBERSHIP (pg 488-489)

If there are still Motions that are open and pending when the Board changes 1/3 of its members, do those Motions die and required to start all over again with the three readings?

[jstackpo]

RONR, as I'm sure you noted, doesn't deal with "three reading" procedures at all, but I am quite willing to assert that a motion that is only 1/3 dealt with (or 2/3s) would be considered as "temporally disposed of" and thus would have to be re-introduced from scratch and will need a full three readings, starting at the meeting when the newbies come on the board.

A three reading process seems to be the same as introducing a motion, then postponing it to the next meeting, and then doing that a second time, thus having the motion get consideration at three subsequent meetings.

[Atul Kapur]

Usually, I consider the three readings process as an elaborate form of notice.

The OP says that the motion is read and passed three times, so I agree with Dr. Stackpole on the nearest equivalent in RONR.

[Rob Elsman]

If RONR is the society's parliamentary authority, the "policy" of requiring three readings of a main motion is null and void, since the board is not authorized to adopt special rules of order that are in conflict with the society's rules. RONR (11th ed.), p. 486.

[Tomm]

They actually have that policy written into their Bylaws?

[Rob Elsman]

You tell us.

[Drake Savory]

If it is a policy (and not a rule) then I would argue the motion passes the first time and further readings are out of order.

I was in an organization that had the policy (never passed as a rule, a sort of "gentlemen's agreement") that any motion made would be postponed as an "action item" for the next meeting.  That ended pretty quickly when I asked to see where the rule was written.

[Rob Elsman]

The names "policy" and "rule" are not determinative. This is a rule of order under whatever name. Again, I would stress that a board may not adopt a special rule of order, nor adhere to a custom, that is in conflict with the society's rules of order.

[Drake Savory]

51 minutes ago, Rob Elsman said:

The names "policy" and "rule" are not determinative. This is a rule of order under whatever name. 

It's not a Rule of Order if it never passed.  I'm not convinced it was ever passed and would encourage the OP to quote the rule as written to us.

[Tomm]

To be clear, it's in the corporate bylaws under Article V- BOARD OF DIRECTORS, Section 5: MEETINGS OF THE BOARD.

"Motions made in the Board meetings, excluding Executive and Special Sessions, shall be read and passed a minimum of three times before finalized and acted upon unless readings are waived by two-thirds (2/3) majority of the Board."

[George Mervosh]

9 minutes ago, Tomm said:

To be clear, it's in the corporate bylaws under Article V- BOARD OF DIRECTORS, Section 5: MEETINGS OF THE BOARD.

"Motions made in the Board meetings, excluding Executive and Special Sessions, shall be read and passed a minimum of three times before finalized and acted upon unless readings are waived by two-thirds (2/3) majority of the Board."

Based on this I agree with Dr. Stackpole's post that it seems like some sort of automatic postponement, but it doesn't fit neatly into any of the categories of how business can go over from the earlier session to the later one (pp. 90-91).  However, I also agree with Dr. Stackpole that the matter likely falls to the ground and you'll need to start over with that particular motion.

Edited November 6, 2019 at 09:54 PM by George Mervosh

[Rob Elsman]

I acknowledge that the additional information changes everything. With it in mind, I am of the opinion that, as you suggest, main motions which have not received three readings by the end of a session which ends the term of some of the members fall to the ground. Just as you suggest, the main motions may be renewed at the next session, but they, too, will require three readings.

[Atul Kapur]

Depending on the mood of the membership, you might want to try this: If a motion was read and passed twice, at the penultimate and the last board meeting before the terms ended, then at the first board meeting with the new membership you could use the "waive" provision and adopt the motion.

It avoids having the first two board meetings of each term being unable to do anything and preserves the three reading principle in spirit (assuming that this is important to the group).

A variant can be applied if the first reading is at the last board meeting before the terms end.

[Josh Martin]

16 hours ago, Tomm said:

To be clear, it's in the corporate bylaws under Article V- BOARD OF DIRECTORS, Section 5: MEETINGS OF THE BOARD.

"Motions made in the Board meetings, excluding Executive and Special Sessions, shall be read and passed a minimum of three times before finalized and acted upon unless readings are waived by two-thirds (2/3) majority of the Board."

Tomm, in light of the new information in this thread that your questions relate to a larger corporation and various subordinate clubs, could you clarify whether this question relates to the board of the corporation or the board of one of the clubs?

[Tomm]

This is in the corporate bylaws of the corporation, the parent organization and not in one of the subordinate clubs..

[Rob Elsman]

It might be worth noting that General Robert could not possibly have been without knowledge of the "three readings" procedural scheme of many legislative bodies. That he and later members of the authorship team over all editions consistently avoided including it in Robert's Rules of Order is telling, I think, of its inappropriateness for ordinary societies.

Meaning no disrespect for a society's right to adopt (within the boundaries of the law) its own rules, I feel compelled to speak out against this bylaw, all the more because it is targeted at boards whose very purpose is to react quickly and nimbly to circumstances between meetings of the general membership assembly. 

[Richard Brown]

I concur with Atul Kapur’s suggestion as to “waiving” the requirement of three readings if the motion being proposed is one which the members believe should not have to be started all over again after the new board members are selected. 

Now that we know the rule is contained in the bylaws, I agree that it appears  to be a properly adopted special rule of order, but it does provide for its own suspension. 

[Tomm]

On 11/6/2019 at 11:21 AM, Rob Elsman said:

If RONR is the society's parliamentary authority, the "policy" of requiring three readings of a main motion is null and void, since the board is not authorized to adopt special rules of order that are in conflict with the society's rules. RONR (11th ed.), p. 486.

 

1 hour ago, Richard Brown said:

Now that we know the rule is contained in the bylaws, I agree that it appears  to be a properly adopted special rule of order, but it does provide for its own suspension. 

I was under the impression from Mr. Elsman's post that because the Board is a subordinate assembly to the parent organization, and since the parent organization specifies RONR as its parliamentary authority,  that the 3 readings is in conflict with the standard method of processing a motion as stated in RONR and therefore not permissible?

Secondly, aren't Special Rules of Order typically place outside of the Bylaws under a separate heading?

[Rob Elsman]

The original post indicated that "[t]he Board has a policy..." only to find out later that this "policy" was really a "corporate" bylaw. As I indicated earlier, "...the additional information changes everything." If fact, my responses to this whole post look like a scrambled egg. I can hardly blame you for being unable to make heads or tails out of them. I was whipping in the wind with the fast-evolving set of facts.

After being otherwise reduced to so many strayed electrons, perhaps my previous response is the only one with any lasting value.

[Josh Martin]

1 hour ago, Tomm said:

I was under the impression from Mr. Elsman's post that because the Board is a subordinate assembly to the parent organization, and since the parent organization specifies RONR as its parliamentary authority,  that the 3 readings is in conflict with the standard method of processing a motion as stated in RONR and therefore not permissible?

The bylaws take precedence over RONR, and the rule is therefore permissible.

1 hour ago, Tomm said:

Secondly, aren't Special Rules of Order typically place outside of the Bylaws under a separate heading?

Special rules of order are separate. In some cases, however, rules in the nature of rules of order are placed with the bylaws. Whether a rule in the bylaws is in the nature of a rule of order affects whether the rule may be suspended. (Although that is not relevant here, since the bylaws specifically state that the rule may be suspended.)

[Tomm]

3 hours ago, Josh Martin said:

The bylaws take precedence over RONR, and the rule is therefore permissible.

I really, REALLY appreciate your patience, but PLEASE bare with me!

It seems to me that you're placing the Board on the same level as the General Membership, which contradicts (at least in my mind) the Conduct of Business in Boards where it states that the rules of the Board can't conflict with those of the society? 

The Corporate Bylaws covers both the General Membership (full assembly) and the Board. Article IV Membership Meetings, Section 4 Membership Meeting Rules and Regulations states in the very first sentence "Robert's Rules of Order shall govern procedure at all meetings of the Corporation provided they are consistent with the laws of the State...."

Article V, Section 5, Meetings of the Board is where they have the special rule allowing 3 readings!

But the Board being a subordinate assembly, (§1 pg. 9, l 14-17) why can it establish the special rule that conflicts with the parliamentary authority of the full assembly? 

[Joshua Katz]

1 hour ago, Tomm said:

But the Board being a subordinate assembly, (§1 pg. 9, l 14-17) why can it establish the special rule that conflicts with the parliamentary authority of the full assembly? 

The board didn't adopt the rule. The rule appears in the bylaws, which presumably are adopted by the membership. 

[Josh Martin]

11 hours ago, Tomm said:

It seems to me that you're placing the Board on the same level as the General Membership, which contradicts (at least in my mind) the Conduct of Business in Boards where it states that the rules of the Board can't conflict with those of the society? 

But this isn’t a rule of the board. This is a rule in the bylaws. The bylaws are rules of the society - indeed, they are the highest level of rules in the society.

”Except for the corporate charter in an incorporated society, the bylaws (as the single, combination-type instrument is called in this book) comprise the highest body of rules in societies as normally established today. Such an instrument supersedes all other rules of the society, except the corporate charter, if there is one.” (RONR, 11th ed., pg. 14)

11 hours ago, Tomm said:

The Corporate Bylaws covers both the General Membership (full assembly) and the Board. Article IV Membership Meetings, Section 4 Membership Meeting Rules and Regulations states in the very first sentence "Robert's Rules of Order shall govern procedure at all meetings of the Corporation provided they are consistent with the laws of the State...."

Article V, Section 5, Meetings of the Board is where they have the special rule allowing 3 readings!

All of the articles of the bylaws are part of the bylaws. The rules in the bylaws take precedence over RONR. The language which RONR recommends to use for adopting RONR as the parliamentary authority makes this clear, but in any event, RONR still provides that the bylaws take precedence.

“When a society or an assembly has adopted a particular parliamentary manual—such as this book—as its authority, the rules contained in that manual are binding upon it in all cases where they are not inconsistent with the bylaws (or constitution) of the body, any of its special rules of order, or any provisions of local, state, or national law applying to the particular type of organization.” (RONR, 11th ed., pg. 16)

11 hours ago, Tomm said:

But the Board being a subordinate assembly, (§1 pg. 9, l 14-17) why can it establish the special rule that conflicts with the parliamentary authority of the full assembly? 

It can’t, but that isn’t what happened.

Edited November 8, 2019 at 02:41 PM by Josh Martin

[Tomm]

I don't even want to go there because the Bylaws also sorta gives the Board the authority to change the Bylaws? "The Board shall have the authority to establish, change and/or delete Board Policies and any rules and regulations of the Corporation as deemed necessary and within the authority as outlined in the Corporate Documents".

The Board only added that 3 reading policy after they decided to stop holding their work session meetings behind closed doors and to start having open meetings.

I wanted to challenge the Board on 2 counts. 1. They have to start their motion readings all over again once 1/3 of the Board changes (unless they waive that rule) and 2. I was hoping to tell them that the rule was invalid! I guess I'll have to settle for 1?

Thanks for all your patience. 

[Richard Brown]

1 hour ago, Tomm said:

I wanted to challenge the Board on 2 counts. 1. They have to start their motion readings all over again once 1/3 of the Board changes (unless they waive that rule) and 2. I was hoping to tell them that the rule was invalid! I guess I'll have to settle for 1?

That's the way I see it.  And keep in mind that the board CAN waive (or suspend) the rule.