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Death of unfinished business


Tomm

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Periodic Changes of the Board membership.

There's a Board of 9 members. One-third of those members change annually.

I would assume that if all 3 members were re-elected then any unfinished business would not have to die as the new board takes office.

If two of the three were re-elected would the one new member be viewed similar to filling a vacancy mid-year or would the unfinished business still die?

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15 minutes ago, Tomm said:

Periodic Changes of the Board membership.

There's a Board of 9 members. One-third of those members change annually.

I would assume that if all 3 members were re-elected then any unfinished business would not have to die as the new board takes office.

If two of the three were re-elected would the one new member be viewed similar to filling a vacancy mid-year or would the unfinished business still die?

The way I read the language at the bottom of page 488 and the top of page 489 is that any routine change at all in the membership of such a board causes “all business not finally disposed of”   (and not in the hands of a committee) to fall to the ground.

The text explicitly excludes the filling of vacancies.

Edited by Richard Brown
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23 minutes ago, Tomm said:

I would assume that if all 3 members were re-elected then any unfinished business would not have to die as the new board takes office.

I disagree with that assumption. I believe Mr. Brown also disagrees, but was too polite to say that so harshly. I, on the other hand, do not want there to be any doubt.

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It's not about whether the members need to be "brought up to speed".

It's that the board "becomes, in effect, a new board each time such a group assumes board membership." (RONR 11th ed., p. 489, lines 1-3).

That's the case, whether or not the exact same membership is re-elected.

Edited by Atul Kapur
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3 hours ago, Atul Kapur said:

I disagree with that assumption. I believe Mr. Brown also disagrees, but was too polite to say that so harshly. I, on the other hand, do not want there to be any doubt.

Actually, a close reading of lines 3-7, especially lines 3 & 4, leads me to believe that if all of the members whose terms are expiring are reelected, no one actually leaves office and therefore unfinished business before the board would not fall to the ground. I’m putting particular emphasis on lines three and four which say, “Consequently, when the outgoing portion of the board vacate membership, . . . (emphasis added). It seems to me the provision about business falling to the ground would not be applicable when no board member is actually vacating membership.  
 

I believe that provision is rather ambiguous, but my interpretation is that if no member is vacating the board, then unfinished business does not fall to the ground.

If the provision was worded differently and said, for example, “when the current terms expire, unfinished business falls to the ground“ my position would be different. Instead, though, the text talks about members vacating the board.

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Or... it may just be simpler to state that if any membership turns over to somebody new (even a reelection), unfinished business is gone.  This could be preferable to burdening RONR with yet another "exception" rule. There are quite enough of them already, thank you. A quick search through the book turns up three hundred and ten instances of "except".  That is roughly one "except" every other page.

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3 hours ago, Richard Brown said:

if all of the members whose terms are expiring are reelected, no one actually leaves office and therefore unfinished business before the board would not fall to the ground.

That is not what determines whether this provision applies. It is the preceding sentence, "In cases where a board is constituted so that a specified portion of its membership is chosen periodically ... it becomes, in effect, a new board each time such a group assumes board membership." (p. 488, line 23 - p. 489, line 3). Note that it does not say that it becomes a new board each time a different group assumes board membership -- it happens whenever the periodically chosen (or re-chosen) group does.

Please also note that the results of the elections are not relevant. It's whether the board is constituted this way.

This point is supported by this passage on page 237 under "Effect of adjournment on pending business or on an uncompleted order of business"

Quote

c)    When the adjournment ... closes a session that ends the term of all or some of the members (as may happen in an elected legislative assembly or in a board) : Matters temporarily but not finally disposed of, except those that remain in the hands of a committee to which they have been referred (see p. 90, l. 9 to p. 91, l. 16), fall to the ground.

(Italics in original. Bolding added for emphasis)

It is not whether those members are re-elected that matters. It is that their term ended.

The items fell to the ground at the adjournment of their last meeting before their term ended. It is immaterial whether they will be re-elected.

6 hours ago, Tomm said:

If all 3 members were re-elected, what purpose does it serve to kill any unfinished business?

I don't make any comment on the rationale of this structure. You'll have to ask the authors. However, I will note that for some organizations (eg: where elections happen at the Annual Meeting), it is not known at the last meeting of the board's term whether everyone will be coming back. This makes it problematic to have potential unfinished business.

3 hours ago, Richard Brown said:

If the provision was worded differently and said, for example, “when the current terms expire, unfinished business falls to the ground“ my position would be different.

I think p. 237 says exactly that.

Edited by Atul Kapur
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