Guest Jackson T Posted May 11, 2020 at 03:16 PM Report Share Posted May 11, 2020 at 03:16 PM RONR is referenced in our bylaws when it comes to questions of parliamentary procedure. There is a very short section about temporarily suspending the bylaws. It states that 'the bylaws may be temporarily suspended for cause by a unanimous vote of all those present at a meting in which a quorum is present.' it does not state that it has to be at a membership or board meeting. The meetings section of our bylaws only define membership meetings and board meetings. The only part of our bylaws that reference quorums are for membership meetings and board meetings. The Board wants to temporarily suspend the bylaws so they can grant activity status to the membership during a state of emergency when the membership were not allowed access to the building to be able to do things to achieve active status. Can the Board temporarily suspend the bylaws (as we are unable to have a membership meeting) to do this then reinstate the bylaws? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted May 11, 2020 at 03:28 PM Report Share Posted May 11, 2020 at 03:28 PM (edited) 11 minutes ago, Guest Jackson T said: RONR is referenced in our bylaws when it comes to questions of parliamentary procedure. There is a very short section about temporarily suspending the bylaws. It states that 'the bylaws may be temporarily suspended for cause by a unanimous vote of all those present at a meting in which a quorum is present.' it does not state that it has to be at a membership or board meeting. The meetings section of our bylaws only define membership meetings and board meetings. The only part of our bylaws that reference quorums are for membership meetings and board meetings. The Board wants to temporarily suspend the bylaws so they can grant activity status to the membership during a state of emergency when the membership were not allowed access to the building to be able to do things to achieve active status. Can the Board temporarily suspend the bylaws (as we are unable to have a membership meeting) to do this then reinstate the bylaws? It is ultimately up to the organization to interpret its own bylaws and determine whether the clause in question permits the board (or only the membership) to suspend the bylaws. Looking at the provisions in the bylaws concerning the board's authority might be a good start. I would add that another option, if it is determined that the provision in question applies to the membership, would be for the board to use it anyway (notwithstanding its lack of authority to do so) and hope that the membership ratifies this action at a future meeting of the membership. This is quite risky for the board members, however, and should be used only as a last resort. It would be desirable to clarify this provision in the future. It may also be desirable to limit it a bit. Being able to suspend any rule in the bylaws may not be wise. Edited May 11, 2020 at 03:30 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
Guest Jackson T Posted May 11, 2020 at 03:48 PM Report Share Posted May 11, 2020 at 03:48 PM 'The Board of Directors shall have control of the management of the business and property as provided by the bylaws' That is what is stated under the Board of Directors section. We cannot currently have membership meetings and the Board is trying to make sure that the membership is covered as a whole during this time. This has not been done yet but i think that their plan as i am being told that they feel that they have the authority because the clause states that 'at a meeting' and does not specifically state which kind of meeting. If they choose to suspend then can they immediate reinstate after they do make their decision on what they want to do? Quote Link to comment Share on other sites More sharing options...
Josh Martin Posted May 11, 2020 at 04:15 PM Report Share Posted May 11, 2020 at 04:15 PM (edited) 30 minutes ago, Guest Jackson T said: 'The Board of Directors shall have control of the management of the business and property as provided by the bylaws' That is what is stated under the Board of Directors section. We cannot currently have membership meetings and the Board is trying to make sure that the membership is covered as a whole during this time. This has not been done yet but i think that their plan as i am being told that they feel that they have the authority because the clause states that 'at a meeting' and does not specifically state which kind of meeting. Okay, but committees have meetings too, and surely we can all agree that this rule doesn't grant a committee of the society the authority to suspend whatever rules in the bylaws it wants. So I don't find the argument that "the clause states that 'at a meeting' and does not specifically state which kind of meeting," in and of itself, to be terribly persuasive. Personally, I'd want some other evidence in the bylaws to reach the interpretation that the board has the authority to use this clause to suspend the bylaws. I am not necessarily saying such an interpretation would be unreasonable, but the fact that the clause states "that 'at a meeting' and does not specifically state which kind of meeting" seems like a fairly flimsy argument. The clause on the board's power, which grants the board "control of the management of the business and property as provided by the bylaws," is not terribly encouraging in this respect, in my view. As I have noted previously, however, it is ultimately up to the organization to interpret its own bylaws. 30 minutes ago, Guest Jackson T said: If they choose to suspend then can they immediate reinstate after they do make their decision on what they want to do? I haven't the slightest idea. I didn't write this rule. For what it is worth (which I suspect is not much), under the rules in RONR, a motion to Suspend the Rules does not work by "suspending the rules" and then "reinstating the rules." Rather, the motion to Suspend the Rules specifies the purpose for which the rules are suspended. The motion itself should specify what exactly it is the assembly wishes to accomplish by suspending the rules and should also specify the duration of the suspension, if it is not already obvious. The assembly doesn't just suspend all the rules and then live in a rule-less void until the rules are reinstated. The rules are suspended only to the extent necessary, and only for the duration necessary, to accomplish the purpose stated in the rule. To the extent this is applicable to the organization's situation, and assuming for the sake of argument the board has the authority to do this, the board would not suspend the rules, adopt the motion regarding activity status, and then reinstate the rules. Instead, the board would adopt a motion stating that the rules are suspended for the specific purpose of (whatever) and, if necessary, specify a duration for this suspension. No further motion to "reinstate" the rules would be necessary or appropriate. I do not know, however, whether this is applicable to this situation, since the motion to Suspend the Rules in RONR generally cannot be applied to provisions in the bylaws and cannot have effect outside the current session, and it appears to me the proposed motion does both of these things. So as I have said previously, it is ultimately up to the organization to interpret its own rules. Edited May 11, 2020 at 04:19 PM by Josh Martin Quote Link to comment Share on other sites More sharing options...
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