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Tomm

Can it be suspended

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The rule that unfinished business falls to the floor when there is a change in board composition does not apply to changes due to resignations, removals, or other appointments to fill vacancies. [pp. 488-89].  The rule only applies when directors have staggered terms.  The purpose of staggered terms is to promote stability and continuity.  I believe requiring unfinished business to be reintroduced anew frustrates both of those purposes. So please allow me to reiterate my request for an explanation -- is there some legitimate reason for this rule that I am failing to see?T

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The rule doesn't just apply to boards, much less "only...when members have staggered terms".

The first session of an assembly that begins the terms of some or all of its members is generally treated as a new assembly.

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Guest Zev

I fail to see any problem. The reason is stated on page 489 lines 1 and 2 and the solution for unfinished business not falling to the ground is indicated on page 237 lines 10 through 13.

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This kinda circles around to my original post "Death of Unfinished Business" and if all those who's terms had expired were re-elected does unfinished business die?

Page 489 lines 3 & 4 also states "Consequentially, when the outgoing portion of the board vacates membership..." Seems to me that, although some responses to that post suggest that, because it's the end of the term that causes the business to die, the entire paragraph is clearly referring to the membership of the board. So if nobody really "vacates membership" then there's no real need for the business to die or refer it to a committee?

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1 hour ago, Tomm said:

This kinda circles around to my original post "Death of Unfinished Business" and if all those who's terms had expired were re-elected does unfinished business die?

Page 489 lines 3 & 4 also states "Consequentially, when the outgoing portion of the board vacates membership..." Seems to me that, although some responses to that post suggest that, because it's the end of the term that causes the business to die, the entire paragraph is clearly referring to the membership of the board. So if nobody really "vacates membership" then there's no real need for the business to die or refer it to a committee?

You must not read what is said on page 489 in isolation. It refers you to (c) on page 237, and also to page 90, both of which make it clear that it is the expiration of the term of all or some of the board members that is the controlling factor.

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My understanding is that, no, the rule may not be suspended.

 

That being said, there is a vast difference between suspending a rule, and superceding it. Adopting a special rule of order is the way to go here: any adopted special rule of order overrides the adopted Parliamentary authority.

 

However, I don't see that you've stopped to consider why unfinished business falls to the ground when an assembly with members with defined terms of membership has some or all of its member's terms expire. My opinion? It's because otherwise it would force the new, incoming members -- who haven't yet debated, researched, or otherwise considered, the pending unfinished business (and who perhaps, for that matter, haven't yet even heard of them!) -- to go up against the other members, who presumably have had plenty of time to debate, research, and consider them. In other words, without this rule, the incoming members would be on an unequal footing with the incumbents. By forcing the unfinished business to fall to the ground, the rule forces those unfinished issues to be taken up de novo -- that is, "as if new," or right from the beginning, all over again. That way, everyone gets an equal crack at them.

Edited by TheGrandRascal
Added text.

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49 minutes ago, Tomm said:

Understandable, but what if all the members who's terms have expired are  re-elected?

For one thing, the election may not yet have occurred at the time of the last board meeting of the current members' terms, so it would be rather problematic to base the rule on that.

Edited by Josh Martin

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On 4/1/2020 at 12:47 PM, Tomm said:

Understandable, but what if all the members who's terms have expired are  re-elected?

Then you look two posts above your question (and four posts above this one) for Mr. Honemann's answer:

On 12/5/2019 at 3:37 PM, Daniel H. Honemann said:

You must not read what is said on page 489 in isolation. It refers you to (c) on page 237, and also to page 90, both of which make it clear that it is the expiration of the term of all or some of the board members that is the controlling factor.

In other words, it does not matter whether none, one, some, or all are re-elected.

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On 4/1/2020 at 9:58 AM, TheGrandRascal said:

My understanding is that, no, the rule may not be suspended.

 

That being said, there is a vast difference between suspending a rule, and superceding it. Adopting a special rule of order is the way to go here: any adopted special rule of order overrides the adopted Parliamentary authority.

 

\

Not necessarily. 

There is effect of adopting a parliamentary authority to put some things beyond the control of the assembly unless the assembly permits those things in its bylaws.

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Reading through all of this, I had trouble maintaining the list of issues in dispute.  Then I read the relevant portion of RONR.  Now, I'm even more confused, but for a different reason.

RONR (11th ed) pg 448 l 22- pg 449 l 9: "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.  Consequently, when the outgoing portion of the board vacates membership, all matters temporarily but not finally disposed of (see pp. 90-1), except those that remain in the hands of such a committee to which they have been referred, fall to the ground under provision (c) on page 237.  (See also p. 502, l. 26 to p. 503, l. 2, ...)"

Page 502, l. 26 to p. 503, l. 2: "A special committee--since it is appointed for a specific purpose--continues to exist until the duty assigned to it is accomplished, unless discharged sooner (ss 36), and it ceases to exist as soon as the assembly receives its final report.  But in a body which ceases to exist or in which the terms of some or all of its members expire at a definite time ... a special committee expires with the body that appointed it, unless it is appointed expressly to report at a later time.  If it does not report, its life expires with that of the body to which it was to report."

In these lines, RONR expressly provides for the appointment of a special committee whose purpose is to keep an issue alive through the partial expiration of the board.  And yet, some here are referring to the invocation of these provisions as "going around" RONR.  ?????

It is the case that some here are arguing that while the provision for the appointment of a special committee exists, it should not?  That is, that RONR should be amended on this point?

 

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5 hours ago, Nathan Zook said:

Reading through all of this, I had trouble maintaining the list of issues in dispute.  Then I read the relevant portion of RONR.  Now, I'm even more confused, but for a different reason.

RONR (11th ed) pg 448 l 22- pg 449 l 9: "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.  Consequently, when the outgoing portion of the board vacates membership, all matters temporarily but not finally disposed of (see pp. 90-1), except those that remain in the hands of such a committee to which they have been referred, fall to the ground under provision (c) on page 237.  (See also p. 502, l. 26 to p. 503, l. 2, ...)"

Page 502, l. 26 to p. 503, l. 2: "A special committee--since it is appointed for a specific purpose--continues to exist until the duty assigned to it is accomplished, unless discharged sooner (ss 36), and it ceases to exist as soon as the assembly receives its final report.  But in a body which ceases to exist or in which the terms of some or all of its members expire at a definite time ... a special committee expires with the body that appointed it, unless it is appointed expressly to report at a later time.  If it does not report, its life expires with that of the body to which it was to report."

In these lines, RONR expressly provides for the appointment of a special committee whose purpose is to keep an issue alive through the partial expiration of the board.  And yet, some here are referring to the invocation of these provisions as "going around" RONR.  ?????

It is the case that some here are arguing that while the provision for the appointment of a special committee exists, it should not?  That is, that RONR should be amended on this point?

I think what some people are arguing is that a special committee should not be appointed for the sole purpose of carrying a motion over to a new board, and instead should be made only if appointing the motion to a special committee is what the board actually wants to do.

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1 hour ago, Josh Martin said:

I think what some people are arguing is that a special committee should not be appointed for the sole purpose of carrying a motion over to a new board, and instead should be made only if appointing the motion to a special committee is what the board actually wants to do.

But RONR specifically allows for a special committee to be appointed with the sole task of carrying the matter forward.  Which is why I am wondering what those who are opposing the practice are arguing.

 

But allow me to defend the rule as is.

Suppose that the organization has been threatened with a lawsuit, is negotiating a contract, or investigating a charge against an employee.  In these cases, the matter is going to be handled almost entirely (or perhaps entirely) within executive session of the board.  Furthermore, none of these matters can reasonably expected to complete on a schedule convenient to the board, and finally, they are matters which are likely to be necessarily handled by the board as a whole.

If the matter unavoidably falls to the floor at the end of the term, the body is likely to be significantly harmed.  Some method of carrying the matter forward is required.

Certainly, any new members will be disadvantaged.  But is that not the entire point of having a staggered board in the first place?  That more senior members will be able to carry the institutional wisdom into the new board?  Yes, notice requirements are a concern.  But in practice, the new members can simply vote against taking action until they feel they have enough data to make an informed decision.

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I agree with Nathan Zook's and SMB's position and rationale.  Perhaps this isn't what the authorship team intended, but it seems clear to  me that RONR permits... perhaps even encourages.... referring a matter to a special committee in order to keep a motion or matter alive and carry it forward despite there being more than a quarterly time interval or a change in some of the board or assembly members' terms.  RONR says this more than once.  This is the same position I had when this topic was introduced last year and I have seen nothing to change my mind.

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13 hours ago, Nathan Zook said:

But RONR specifically allows for a special committee to be appointed with the sole task of carrying the matter forward.  Which is why I am wondering what those who are opposing the practice are arguing.

Nothing in the rules as they are written on this subject suggests to me that RONR is suggesting that a special committee should be appointed for the sole purpose of carrying the task forward. The effect of referring a matter to a special committee is that the matter will be carried forward, but the purpose of the motion is presumed to be that the board actually wanted a special committee to review the matter.

Nonetheless, I am also inclined to agree with those who say that nothing in RONR prohibits appointing a special committee for this purpose. Except in some rare cases (such as the motion to Lay on the Table), RONR generally does not probe the motives of why members are making motions.

It should be noted, however, that in the general case, there is no reason to do things like this. The motion could simply be made anew. The reason this question arises is because of the organization's "three reading" rule. The real question here, it seems to me, is not whether RONR permits this practice but how taking these actions interacts with the organization's rules on this subject. That is a question that RONR does not answer (since it has no "three reading" rule), and is a question the organization will ultimately have to answer for itself. It may (or may not be) the case that permitting action to be carried over in this matter is consistent with the purpose of the rule. I don't know - I didn't make the rule.

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3 hours ago, Josh Martin said:

It should be noted, however, that in the general case, there is no reason to do things like this. The motion could simply be made anew. The reason this question arises is because of the organization's "three reading" rule. The real question here, it seems to me, is not whether RONR permits this practice but how taking these actions interacts with the organization's rules on this subject. That is a question that RONR does not answer (since it has no "three reading" rule), and is a question the organization will ultimately have to answer for itself. It may (or may not be) the case that permitting action to be carried over in this matter is consistent with the purpose of the rule. I don't know - I didn't make the rule.

There could be the question of notice.  If someone has given notice that something will be brought up at the final of an assembly's life, it could referred to a special committee, while pending.  It then could be taken from the special committee at the first meeting of the assembly, with new members.

I agree with posters Zook, Brown, and Elsman.  I would have a problem with the chair trying to determine the motive of a motion to refer a motion to a committee.  It is not being used to kill a motion, as could Lay on the Table, so it is not improper on the ground that it needs a 2/3 vote.  The chair's decision not to permit the assembly to refer this to a special committee is subject to Appeal; I would be hard pressed to find any legitimate reason why the chair's decision should be sustained. 

Edited by J. J.

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